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Warrant Condition definition

Warrant Condition means the satisfaction of all of the following conditions: (x) the market value of one Share (as defined in the Warrant) as of immediately following the closing of the Liquidity Event is not less than four (4) times the then-effective Warrant Price (as defined in the Warrant) (the “Required Warrant Value”), and (y) the holder of the Warrant could have received (based on the average of the closing prices of the Borrower’s Common Stock over a thirty (30) day period), at any time following the closing of the Liquidity Event but prior to such holder’s exercise of the Warrant, cash consideration in respect of a sale of the Warrant or the Shares equal to at least the aggregate Required Warrant Value in respect of all Shares, pursuant to a sale of such Shares (or the Warrant) under an effective registration statement under the Securities Act of 1933, as amended (the “Act”) or pursuant to Rule 144 promulgated thereunder or other applicable exemption from registration under the Act.
Warrant Condition means the passing of the Warrant Resolutions, without amendment, at the Annual General Meeting by the requisite number of shareholders as are required to approve the passing of each Warrant Resolution pursuant to the Companies Act;
Warrant Condition means the holders of Company warrants outstanding as of the date hereof to purchase 60,000,000 shares of Common Stock at prices ranging from $0.245 per share to $0.47 per share have tendered to the Company signed agreements pursuant to which they agree to exchange said warrants for cash and Common Stock pursuant to the offer described in Section 4.8 hereof.

Examples of Warrant Condition in a sentence

  • Such redenomination may be performed in accordance with the provisions of N&C Security Condition 17 (Redenomination) or Warrant Condition 15 (Redenomination), as applicable or, if different, the then prevailing market practice for redenomination in euro of internationally offered securities.

  • Provisions relating to any such redenomination of the Securities are included in N&C Security Condition 17 (Redenomination) and Warrant Condition 15 (Redenomination).

  • For further information on the dematerialisation process please refer to Warrant Condition (6) hereinafter.

  • A holder of Warrants must pay all Exercise Expenses (as defined in Warrant Condition 5, below) relating to the Warrants.

  • The Warrant Holder should thereby note that, in respect of a Sale of its Warrants to the relevant Issuer in accordance with Warrant Condition (11)a and Warrant Condition (11)bis a, it only has a right to offer the Warrant for Sale, but that the relevant Issuer has no obligation to purchase its Warrant(s).

  • A holder of Warrants must pay all Exercise Expenses (as defined in Warrant Condition 4.7, below) relating to the Warrants.

  • Upon dematerialisation in accordance with Warrant Condition (6), the Dematerialised Warrants will be represented exclusively by book entries in the records of the Securities Settlement System and held by the Warrant Holder (or its successor or transferee) through a securities account with KBC Bank or CBC Banque (as applicable) or with a securities account of a direct or indirect participant in the Securities Settlement System.

  • Any Warrant with respect to which no Exercise Notice has been delivered in the manner set out in Warrant Condition (9) prior to the Expiration Date shall become void and expire worthless.

  • Fractions of the Underlying ETF Share will not be delivered and in lieu thereof a cash adjustment calculated by the Calculation Agent in accordance with Warrant Condition (8)g below shall be paid to the Warrantholder.

  • In order to Exercise a Warrant, the Warrant Holder will need to provide an Exercise Notice to the Warrant Agent and respect the other Exercise procedures as specified in Warrant Condition (9).


More Definitions of Warrant Condition

Warrant Condition shall have the meaning set forth in Section 3.1(a)(iii)(3).
Warrant Condition means the volume weighted average price (“VWAP”) of the Common Stock as reported on The NASDAQ Stock Market (or, if The NASDAQ Stock Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded) for the twenty (20) consecutive Trading Day period ending on the Trading Day immediately prior to either the date the notice of the applicable Redemption Offer is delivered or the date of any applicable redemption occurs, in each case is less than $15.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock effected after the date hereof). A “Trading Day” means any day on which the Common Stock is traded on The NASDAQ Stock Market, or, if The NASDAQ Stock Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded; provided, that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00 p.m., New York Time). All capitalized terms used herein and not otherwise defined herein, either within the text in which it first appears or in Section 4.17, shall have the meanings set forth in the Purchase Agreement or the Promissory Note, as applicable.

Related to Warrant Condition

  • Warrant Exercise Period shall commence (subject to Section 6(d) below), on the later of:

  • Warrant Coverage means 2.95% times the aggregate principal amount of Term Loan Advances (as defined in the Loan Agreement) made and funded under the Loan Agreement on the Effective Date.

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

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

  • Conversion Floor Price Condition means that the relevant Alternate Conversion Price is being determined based on clause (x) of such definitions.

  • 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.

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

  • Initial Warrant Exercise Date means __________, 1997.

  • Warrant Certificate means a certificate in substantially the form attached as Exhibit 1 hereto, representing such number of Warrant Shares as is indicated therein, provided that any reference to the delivery of a Warrant Certificate in this Agreement shall include delivery of a Definitive Certificate or a Global Warrant (each as defined below). All other capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Warrant Certificate.

  • 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.

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

  • this Warrant means, collectively, this Warrant and all other stock purchase warrants issued in exchange therefor or replacement thereof.

  • Warrant Exercise Price means $0.01 per share.

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

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

  • Warrant means this Warrant and all Warrants issued in exchange, transfer or replacement thereof.

  • Conversion Right has the meaning set forth in Section 4.05(a) hereof.

  • Warrant Value means the fair value of all warrants, options and other similar rights issued to a third party in connection with an Other Financing, determined by using a standard Black-Scholes option-pricing model using an expected volatility percentage as shall be mutually agreed by the Investor and the Company. In the case of a dispute relating to such expected volatility assumption, the Investor shall obtain applicable volatility data from three investment banking firms of nationally recognized reputation, and the parties hereto shall use the average thereof for purposes of determining the expected volatility percentage in connection with the Black-Scholes calculation referred to in the immediately preceding sentence. Reference is made to the Common Stock Purchase Agreement dated as of May 19, 2010, (the “Purchase Agreement”) between NeoStem, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and Commerce Court Small Cap Value Fund, Ltd., a 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 2.1 of the Purchase Agreement, the Company hereby issues this Fixed Request Notice to exercise a Fixed Request for the Fixed Amount Requested indicated below. Optional Amount Dollar Amount: Pricing Period start date: Pricing Period end date: Settlement Date: Fixed Request Threshold Price: Optional Amount Threshold Price: Dollar Amount of Common Stock Currently Unissued under the Registration Statement Dollar Amount of Common Stock Currently Available under the Aggregate Limit: Dated: ____________________ By: Name: Title: Address: Facsimile No.: By: Name: Title: Fax#: Reference is made to the Common Stock Purchase Agreement dated as of May 19, 2010 (the “Purchase Agreement”) between NeoStem, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and Commerce Court Small Cap Value Fund, Ltd., a business company incorporated under the laws of the British Virgin Islands (the “Investor”). 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 2.1 of the Purchase Agreement, the Investor hereby issues this Optional Amount Notice to exercise an Optional Amount for the Optional Amount Dollar Amount indicated below. Number of Shares to be purchased VWAP on the date hereof: Discount Price: Settlement Date: Threshold Price: Dated: ____________________ By: Name: Title: Address: Facsimile No.: The undersigned, the [___________] of NeoStem, 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 19, 2010 (the “Agreement”), by and between the Company and Commerce Court Small Cap Value Fund, Ltd., a 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):

  • New Warrant Agreement means that certain agreement providing for, among other things, the issuance and terms of the New Warrants issued by New Valaris Holdco as set forth in the Restructuring Term Sheet.

  • Warrant Agreements means those agreements entered into in connection with the Loan, substantially in the form attached hereto as Exhibit B pursuant to which Borrower granted Lender the right to purchase that number of shares of Series B Preferred Stock of Borrower as more particularly set forth therein.

  • Warrant Agreement means the Warrant Agreement, dated as of the date set forth in Item 4 of Schedule A hereto, as amended from time to time, between the Company and the United States Department of the Treasury.

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

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

  • Warrant Instrument means the Instrument constituting Tranche [·] warrants to purchase shares in Sinotech Energy Limited dated [ ] entered into by, among others, Premium Sino Finance Limited, Sinotech Energy Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng (as amended or supplemented from time to time).Dated:(Name of Authorized Signatory)Name:NotesThe name of the person by or on whose behalf this form of transfer is signed must correspond with the name of the registered holder as it appears on the face of this Warrant Certificate. A representative of such registered holder should state the capacity in which he signs, e.g. executor.The signature of the person effecting a transfer shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner as the Administration Agent may require.

  • Warrant ADSs means ADSs representing Warrant Shares.