Subscriber Shares means the Shares which the subscribers to the Instrument of the ICAV agree to subscribe for as more particularly hereinafter set forth after their names.
Purchaser Warrants means Purchaser Private Warrants and Purchaser Public Warrants, collectively.
Broker Warrants has the meaning ascribed to such term in Section 12 hereof;
Insider Warrants is defined in the preamble to this Agreement.
Subscription Shares has the meaning ascribed to it in Section 2.1.
Investor Warrants has the meaning given it in the recitals of this Agreement.
Series D Warrants means series D share purchase warrants of the Corporation issued to RTIH on May 22, 2012 in connection with the 2012 Rights Offering in accordance with the 2012 MoA, the terms of which are more particularly described under the heading “General Development of the Business – Agreements with the Rio Tinto Group – 2012 MoA”.
Other Warrants means any other warrants issued by the Company in connection with the transaction with respect to which this Warrant was issued, and any warrant issued upon transfer or partial exercise of or in lieu of this Warrant. The term “Warrant” as used herein shall be deemed to include Other Warrants unless the context clearly requires otherwise.
Common Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Common Warrants shall be exercisable immediately upon issuance and have a term of exercise equal to five (5) years from the initial exercise date, in substantially the form of Exhibit A attached hereto.
SPAC Warrants means SPAC Private Warrants and SPAC Public Warrants, collectively.
Series B Warrants means, collectively, the Series B Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof and the other Series B Warrants contemplated under Section 2.1 to be issued concurrently at the Closing, which Series B Warrants shall be exercisable beginning immediately and have a term of exercise equal to five (5) years, in the form of Exhibit B-2 attached hereto.
Option Warrants shall have the meaning ascribed to such term in Section 2.2(a).
Parent Warrants has the meaning set forth in Section 5.3(a).
Subscribed Shares means, as of any date of determination, the Subscribed Shares (as defined in the recitals to this Subscription Agreement) and any other equity security issued or issuable with respect to the Subscribed Shares by way of stock split, dividend, distribution, recapitalization, merger, exchange, or replacement, and (ii) “Subscriber” shall include any person to which the rights under this Section 5 shall have been duly assigned.
Exchange Shares has the meaning set forth in Section 2.01(b).
Series B Preferred Shares means the Series B Preferred Shares of the Company, par value US$0.0001 per share.
Pubco Shares means those 36,097,500 fully paid and non-assessable common shares of Pubco to be issued to the Selling Shareholders by Pubco on the Closing Date;
Placement Warrants shall have the meaning given in the Recitals hereto.
PIPE Shares shall have the meaning given in the Recitals hereto.
Preferred Shares means shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company having the rights and preferences set forth in the Form of Certificate of Designations attached to this Agreement as Exhibit A.
Purchaser Shares means the common shares in the capital of the Purchaser.
Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.
Sponsor Warrants shall have the meaning given in the Recitals hereto.
Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.
Purchase Shares has the meaning set forth in Section 2.2(a) hereof.
Series F Preferred Shares means the Series F Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.