Transferred Warrants definition

Transferred Warrants shall have the meaning set forth in the Preamble. ARTICLE II PURCHASE AND SALE OF THE TRANSFERRED SHARES AND THE TRANSFERRED WARRANTS
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Transferred Warrants means the outstanding warrants to purchase Common Stock owned by Sorrento and transferred and delivered to the Initial Purchaser at the Closing in accordance with Section 2.2(a)(iv)(B) hereof, which warrants have an exercise price of $11.50 per Warrant Share, and are collectively exercisable for 4,000,000 Warrant Shares, in the form of Exhibit E attached hereto.
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Transferred Warrants shall have the meaning set forth in the Preamble.
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Examples of Transferred Warrants in a sentence

  • Purchaser also understands that the Transferred Shares and the Transferred Warrants are being offered and sold pursuant to an exemption from registration otherwise required by the Securities Act and any such State or other jurisdictions’ securities or blue sky Laws based in part upon Purchaser’s representations contained in this Agreement.

  • It is further agreed that the maximum liability of Sellers for any breach of this Agreement shall be limited to the respective amount of the consideration received by them in exchange for their respective Transferred Shares and Transferred Warrants.

  • Sellers are the lawful record and beneficial owner of the Transferred Shares and the Transferred Warrants, own their respective Transferred Shares and the Transferred Warrants free and clear of all Encumbrances whatsoever, except for any Encumbrances created by this Agreement, the Shareholder Agreement and other Organizational Documents of GPSI, the December 29 Warrant and restrictions on transfer under federal and state securities laws.

  • Purchaser is purchasing the Transferred Shares and the Transferred Warrants for its own account for investment only, and not with a view towards a distribution thereof in violation of the Securities Act; provided, that this representation and warranty shall not limit Purchaser’s right to sell the Transferred Shares and the Transferred Warrants in compliance with applicable securities laws.

  • Purchaser understands that the Transferred Shares and the Transferred Warrants have not been registered under the Securities Act or the securities or blue sky Laws of any State of the United States or any other jurisdiction.

  • Purchaser understands that certificates representing the Transferred Shares and the warrant representing the Transferred Warrants will bear legends required under applicable federal and state securities Law and as set forth in the Shareholder Agreement and the December 29 Warrant, as applicable.

Related to Transferred Warrants

  • Transferred Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.

  • Acquired Shares has the meaning set forth in the Recitals.

  • Sold Shares shall have the meaning specified in Section 6.

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Pre-Funded Warrant Shares means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.

  • Purchaser Shares means the common shares in the capital of the Purchaser.

  • Investor Warrants has the meaning given it in the recitals of this Agreement.

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

  • Company Shares has the meaning set forth in the Recitals.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Series D Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately upon issuance and have a term of exercise equal to five (5) years, in the form of Exhibit C attached hereto.

  • Purchased Shares has the meaning set forth in Section 2.01.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • 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 and have a term of exercise equal to five (5) years, in the form of Exhibit A attached hereto.

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

  • Pre-Funded Warrants means, collectively, the Pre-Funded Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Pre-Funded Warrants shall be exercisable immediately and shall expire when exercised in full, in the form of Exhibit A-2 attached hereto.

  • Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Exchanged Shares has the meaning ascribed thereto in Section 2.1.

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

  • PIPE Shares shall have the meaning given in the Recitals hereto.

  • VMTP Shares has the meaning set forth in the preamble to this Agreement.

  • Purchased Stock means a right to purchase Common Stock granted pursuant to Article IV of the Plan.

  • Founders’ Shares means 1,000 shares with a par value of $1 per share, 500 of which were issued to MACRO Securities Depositor, LLC and 500 of which were issued to Claymore Securities, Inc., in exchange for the Initial Deposit.

  • New Shares means ordinary or common shares, whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party, that are, or that as of the Merger Date are promptly scheduled to be, (i) publicly quoted, traded or listed on an exchange or quotation system located in the same country as the Exchange (or, where the Exchange is within the European Union, in any member of state of the European Union) or on another exchange acceptable to the Issuer and (ii) not subject to any currency exchange controls, trading restrictions or other trading limitations.