UST Warrant Proceeds definition

UST Warrant Proceeds. All amounts distributed to the Noteholder pursuant to Sections 3.5(a)(ii) and 8.3 (to the extent distributions thereunder are attributable to the
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Examples of UST Warrant Proceeds in a sentence

  • The UST Warrant Proceeds payable pursuant to this Contingent Interest Promissory Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

  • All funds deposited in the Escrow Account shall remain in the Escrow Account and may not be withdrawn except as provided in this Section 3.6; provided that any Temporary Investment Income relating to UST Warrant Proceeds deposited into the Escrow Account shall be distributed to the Noteholder in accordance with Section 3.4(c)(ii).

  • The UST Warrant Proceeds payable pursuant to this Contingent Interest Promissory Note are intended to satisfy Section 113(d) of EESA.

  • Subject to Section 3.6(c) below, the General Partner shall deposit into the Escrow Account any UST Warrant Proceeds in order to assure the availability of funds for the potential obligation of the Noteholder to refund amounts pursuant to Section 8.4; provided that no Default Warrant Proceeds shall be deposited in the Escrow Account.

  • The General Partner shall not place any UST Warrant Proceeds in respect of a Partner in such Partner’s sub-account in the Escrow Account to the extent that the amount in such sub-account is equal to or exceeds the Required Escrow Amount with respect to such Partner.

  • No reference herein to the Partnership Agreement and no provision of this Contingent Interest Promissory Note or of the Partnership Agreement shall alter or impair the obligation of the Partnership, which is absolute and unconditional, to pay the UST Warrant Proceeds pursuant to this Contingent Interest Promissory Note at the times and place, and in the coin or currency herein prescribed.

  • Marathon Legacy Securities Public-Private Investment Partnership, L.P., a Delaware limited partnership (the “Partnership”), for value received, hereby promises to pay to the UNITED STATES DEPARTMENT OF THE TREASURY or registered assigns (the “Noteholder”) the UST Warrant Proceeds (as defined in the Partnership Agreement referred to below), in the amount and at the times provided in the Partnership Agreement.

  • Wellington Management Legacy Securities PPIF Master Fund, LP, a Delaware limited partnership (the “Partnership”), for value received, hereby promises to pay to the UNITED STATES DEPARTMENT OF THE TREASURY or registered assigns (the “Noteholder”) the UST Warrant Proceeds (as defined in the Partnership Agreement referred to below), in the amount and at the times provided in the Partnership Agreement.

  • INVESCO LEGACY SECURITIES MASTER FUND, L.P., a Delaware limited partnership (the “Partnership”), for value received, hereby promises to pay to the UNITED STATES DEPARTMENT OF THE TREASURY or registered assigns (the “Noteholder”) the UST Warrant Proceeds (as defined in the Partnership Agreement referred to below), in the amount and at the times provided in the Partnership Agreement.

  • Oaktree PPIP Fund, L.P., a Delaware limited partnership (the “Partnership”), for value received, hereby promises to pay to the UNITED STATES DEPARTMENT OF THE TREASURY or registered assigns (the “Noteholder”) the UST Warrant Proceeds (as defined in the Partnership Agreement referred to below), in the amount and at the times provided in the Partnership Agreement.

Related to UST Warrant Proceeds

  • Per Pre-Funded Warrant Purchase Price equals $0.0001, subject to adjustment for reverse and forward share splits, share dividends, share combinations and other similar transactions relating to shares of Common Stock that occur after the date of this Agreement.

  • Warrant Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Current Warrant Price means, in respect of a share of Common Stock at any date herein specified, the price at which a share of Common Stock may be purchased pursuant to this Warrant on such date. Unless and until the Current Warrant Price is adjusted pursuant to the terms herein, the initial Current Warrant Price shall be $2.36 per share of Common Stock.

  • Warrant Securities means this Warrant and the Warrant Shares, collectively.

  • Warrant Price as used in this Agreement shall mean the price per share at which shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days, provided, that the Company shall provide at least twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical among all of the Warrants.

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

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

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

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

  • Black-Scholes Warrant Value means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each share of Common Stock shall be the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Optional Purchase Price has the meaning set forth in Section 8.1 of the Sale and Servicing Agreement.

  • Original Purchase Price means the price paid by you for the motor vehicle or a maximum of 110% of the market value of the vehicle as defined by Glass's Guide Retail at time of purchase, whichever is the lesser (including all factory fitted accessories) and after any discount given, but does not include the cost of dealer fitted accessories, road fund licence, new vehicle registration fee, fuel, paintwork and/or upholstery protection kits, insurance premiums (including the premium for this policy), warranty premiums, any finance arrears and any such associated costs and any negative equity transferred from a previous finance agreement.

  • Warrant Stock means Common Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable pursuant to any Warrant or Warrants.

  • Warrant Share Number means at any time the aggregate number of shares of Warrant Stock which may at such time be purchased upon exercise of this Warrant, after giving effect to all prior adjustments and increases to such number made or required to be made under the terms hereof.

  • Warrant ADSs means ADSs representing Warrant Shares.

  • Initial Purchase Price has the meaning set forth in Section 2.1.

  • Warrant Consideration has the meaning specified in Section 4(i)(i) hereof.

  • Conversion Securities has the meaning set forth in Section 4.08(b).

  • Warrant Value means the fair value of all warrants, options and other similar rights issued to a third party in connection with an Alternate Transaction, determined by using a standard Black-Scholes option-pricing model using a reasonable and appropriate expected volatility percentage based on applicable volatility data from an investment banking firm of nationally recognized reputation. Reference is made to the Common Stock Purchase Agreement dated as of May 4, 2011, (the “Purchase Agreement”) between Microvision, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and Azimuth Opportunity Ltd., an international business company incorporated under the laws of the British Virgin Islands. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement. In accordance with and pursuant to Section 3.1 of the Purchase Agreement, the Company hereby issues this Fixed Request Notice to exercise a Fixed Request for the Fixed Amount Requested indicated below. Fixed Amount Requested (if Alternative Fixed Amount Requested not selected): Alternative Fixed Amount Requested Cap (if Alternative Fixed Amount Requested is selected): Pricing Period start date: Pricing Period end date: Settlement Date: Fixed Request Threshold Price: On behalf of the Company, the undersigned hereby certifies to the Investor that (i) the above Fixed Amount Requested does not exceed the Maximum Fixed Amount Requested determined in accordance with Section 3.2 of the Purchase Agreement, (ii) the sale of Shares pursuant to this Fixed Request Notice shall not cause the Company to sell or the Investor to purchase shares of Common Stock which, when aggregated with all purchases made by the Investor pursuant to all prior Fixed Request Notices issued under the Purchase Agreement, would exceed the Aggregate Limit, and (iii) to the Company’s Knowledge, the sale of Shares pursuant to this Fixed Request Notice shall not cause the Company to sell or the Investor to purchase shares of Common Stock which would cause the aggregate number of shares of Common Stock then beneficially owned (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder) by the Investor and its Affiliates to exceed the Ownership Limitation. Dated: MICROVISION, INC. By: Name Title: Address: Facsimile No. AGREED AND ACCEPTED By: Name Title: 20 The undersigned, the [ ] of Microvision, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), delivers this certificate in connection with the Common Stock Purchase Agreement, dated as of May 4, 2011 (the “Agreement”), by and between the Company and Azimuth Opportunity Ltd., an international business company incorporated under the laws of the British Virgin Islands (the “Investor”), and hereby certifies on the date hereof that (capitalized terms used herein without definition have the meanings assigned to them in the Agreement):

  • Warrant Share Delivery Date shall have the meaning set forth in Section 2(d)(i).

  • Call Warrant As defined in the recitals.

  • Warrant Share means a Common Share issuable upon exercise of one Warrant;

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • Warrant Exercise Price means $0.05 per share.

  • Option Warrants shall have the meaning ascribed to such term in Section 2.2(a).

  • Series Preferred means the Company’s presently authorized Series D Preferred Stock, and any stock into or for which such Series D Preferred Stock may hereafter be converted or exchanged, and after the automatic conversion of the Series D Preferred Stock to Common Stock shall mean the Company’s Common Stock, (b) the term “Date of Grant” shall mean July 31, 2002, and (c) the term “Other Warrants” shall mean 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.