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Subsidiary Warrants definition

Subsidiary Warrants means the warrants to purchase Common Stock issuable to holders of Parent Warrants and Replacement Warrants upon the terms and conditions set forth in Section 1.7 of the Purchase Agreement.
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Subsidiary Warrants has the meaning assigned to such term in the ------------------- Securities Purchase Agreement.
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Subsidiary Warrants of a Subsidiary shall mean unvested options, warrants and rights to purchase ordinary shares of such Subsidiary.
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Examples of Subsidiary Warrants in a sentence

  • All waiting periods applicable to the purchase of the Shares, the Parent Warrants, the Replacement Warrants, the Subsidiary Stock Purchase Rights, the IPO Valuation Warrants, the Subsidiary Warrants (to the extent such waiting periods are required to have expired prior to the Closing) and the Conversion Shares under the HSR Act shall have been terminated or expired.

  • Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and shall inure to the benefit of and be enforceable by each Person who shall be a holder of the Shares, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to time.

  • No Action shall have been commenced by any governmental authority against any party hereto seeking to restrain or delay the purchase and sale of the Shares, the Parent Warrants, the Replacement Warrants, the Subsidiary Stock Purchase Rights, the IPO Valuation Warrants, the Subsidiary Warrants or the Conversion Shares, or any of the other transactions contemplated by this Agreement and the other Transaction Documents.

  • Such Investor acknowledges that the Shares, the Parent Warrants, the Replacement Warrants, the Subsidiary Stock Purchase Rights, the IPO Valuation Warrants, the Subsidiary Warrants and the Conversion Shares have not been registered under the Securities Act or under any state securities laws.

  • On the Closing Date, there shall not be in effect any Law or Order directing that the purchase and sale of the Shares, the Parent Warrants, the Replacement Warrants, the Subsidiary Stock Purchase Rights, the IPO Valuation Warrants, the Subsidiary Warrants or the Conversion Shares, or any of the other transactions contemplated by this Agreement and the other Transaction Documents, not be consummated or which has the effect of rendering it unlawful to consummate any such transaction.

  • Each Newco agrees to (a) take any actions that CSI agrees to cause it to take or that is otherwise provided that it will take and (b) not take any actions that CSI agrees to cause it not to take or that is otherwise provided that it will not take in Section 5.5 of the Securities Purchase Agreement, including without limitation as such section relates to its promise to reserve sufficient shares to permit the exercise of the Subsidiary Stock Purchase Rights, IPO Warrants and Subsidiary Warrants.

  • The Notice of IPO shall set forth the intended date of the consummation of an IPO and a calculation of (i) the Equivalent Lian Shares to which each Holder of Subsidiary Shares is entitled and (ii) Equivalent Lian Warrants to which each Holder of Subsidiary Warrants is entitled, in each case, upon exercise of each such Holder’s option hereunder and (iii) copies of any Joinder Agreement or Agreements to be executed and delivered by each such Holder upon its exercise of its option hereunder.

  • Each Newco agrees to (a) ------------------------------- take any actions that CSI agrees to cause it to take or that is otherwise provided that it will take and (b) not take any actions that CSI agrees to cause it not to take or that is otherwise provided that it will not take in Section 1.7 of the Securities Purchase Agreement, including without limitation as such section relates to its issuance of Subsidiary Warrants.

  • In addition, no amendment, termination or waiver shall adversely affect any Holder in a manner that is disproportionate to its holdings of Subsidiary Shares, rights or options to purchase the Subsidiary Shares or Subsidiary Warrants relative to the other Holders of the same class or series of securities unless such amendment, termination or waiver is agreed to in writing by a majority in interest of the disproportionately affected Holder(s).

  • Subject to Section 5(d), the terms of this Agreement may be amended, and the observance of any term herein may be waived, with the prior written consent of the Company, the Holders of a majority of the Subsidiary Shares and Subsidiary Warrants (voting together, on an as-if converted basis).


More Definitions of Subsidiary Warrants

Subsidiary Warrants means warrants of a Subsidiary that may be issued in exchange for the Warrants in connection with a Qualified Subsidiary IPO.
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Subsidiary Warrants means warrants to purchase any securities of the Debtors other than VInc.
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Subsidiary Warrants mean the AT&T Subsidiary Warrant and the CoreStates Subsidiary Warrant.
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Subsidiary Warrants means the common stock purchase warrants of iNetWorks Corporation, a subsidiary of the Company, in the form of Exhibit E, issuable to the Purchasers at Closing.
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Subsidiary Warrants means Tranche 1 Warrant, Tranche 2 Warrant and/or Tranche 3 Warrant.
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Related to Subsidiary Warrants

  • Subsidiary Shares shall have the meaning specified in Section 6.3 [Subsidiaries].

  • SPAC Warrants means SPAC Private Warrants and SPAC Public Warrants, collectively.

  • Parent Warrants has the meaning set forth in Section 5.3(a).

  • Company Warrants means warrants to purchase shares of Company Common Stock.

  • Subsidiary Securities means the shares of capital stock or the other equity interests issued by or equity participations in any Subsidiary, whether or not constituting a "security" under Article 8 of the Uniform Commercial Code as in effect in any jurisdiction.

  • Existing Warrants means any warrants to purchase Common Stock outstanding on the date of this Agreement.

  • Rollover Options has the meaning provided in Subsection 3.1(h).

  • Additional Ordinary Shares means Ordinary Shares issued by the Guarantor following the issuance of the Subscribed Ordinary Shares;

  • 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.

  • Subsidiary Equity Interests has the meaning specified in Section 5.6.

  • 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.

  • Company Convertible Securities means, collectively, any other options, warrants or rights to subscribe for or purchase any capital shares of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital shares of the Company.

  • Existing Convertible Notes means any convertible notes or other convertible debt securities of the Company outstanding on the date of this Agreement.

  • Exempt Securities has the meaning set forth in Section 4.4(d).

  • Company Subsidiary Securities has the meaning set forth in Section 3.02(d).

  • Series C Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to three (3) years, in the form of Exhibit C attached hereto.

  • Sponsors’ Warrants means the warrants that are being sold privately by the Company simultaneously with the consummation of the IPO; and (vi) “Trust Fund” shall mean the trust fund into which a portion of the net proceeds of the Company’s IPO will be deposited.

  • Company Options means any options to purchase shares of Company Common Stock, whether granted pursuant to any of the Company Stock Plans or otherwise.

  • Equity Preferred Securities means, with respect to any Person, any trust preferred securities or deferrable interest subordinated debt securities issued by such Person or other financing vehicle of such Person that (i) have an original maturity of at least twenty years, and (ii) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to the first anniversary of the latest Maturity Date.

  • Preferred Stock Equivalents shall have the meaning set forth in Section 11(b) hereof.

  • Existing Equity Interests means any Equity Security, including all issued, unissued, authorized, or outstanding shares of capital stock and any other common stock, preferred stock, limited liability company interests, and any other equity, ownership, or profit interests of Mariposa Intermediate, including all options, warrants, rights, stock appreciation rights, phantom stock rights, restricted stock units, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities, or other agreements, arrangements, or commitments of any character relating to, or whose value is related to, any such interest or other ownership interest in Mariposa Intermediate, whether or not arising under or in connection with any employment agreement and whether or not certificated, transferable, preferred, common, voting, or denominated “stock” or a similar security.

  • Company Warrant means a warrant to purchase shares of Company Capital Stock.

  • Parent Warrant means each Parent Private Warrant and Parent Public Warrant.

  • Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.

  • Lock-Up Securities has the meaning specified in Section 5.6.

  • Additional Shares of Common Stock means all shares of Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to be issued) by the Corporation after the Series B Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):

Most Referenced Clauses

Most Referenced Definitions