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.
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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.
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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;
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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.

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

  • 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.

  • Thus vi, the disturbance term of the share equation, either comes from a restricted set of distributions with limited support or is functionally dependent on P and Q.

  • The meetings provisions permit defined majorities (as set out in N&C Securities Condition 16 (Meetings of N&C Securityholders and Modifications)) and Warrant Condition 13 (Meetings of Warrantholders and Modifications) to bind all Securityholders including Securityholders who did not attend and vote at the relevant meeting and Securityholders who voted in a manner contrary to the majority.

  • 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 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.
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Warrant Condition shall have the meaning set forth in Section 3.1(a)(iii)(3).
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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 by the Warrantholder under the Loan Agreement from time to time.

  • 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. 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 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 $0.05 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 provided in Section 4.5(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 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):

  • 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.

  • Minimum Condition has the meaning set forth in Annex I.

  • 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.

  • Equity Conditions means, during the period in question, (a) the Company shall have duly honored all conversions and redemptions scheduled to occur or occurring by virtue of one or more Notices of Conversion of the Holder, if any, (b) the Company shall have paid all liquidated damages and other amounts owing to the Holder in respect of this Note, (c)(i) there is an effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the shares of Common Stock issuable pursuant to the Transaction Documents (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future) or (ii) all of the Conversion Shares issuable pursuant to the Transaction Documents (and shares issuable in lieu of cash payments of interest) may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions or current public information requirements as determined by the counsel to the Company as set forth in a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the Holder, (d) the Common Stock is trading on a Trading Market and all of the shares issuable pursuant to the Transaction Documents are listed or quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the shares then issuable pursuant to the Transaction Documents, (f) there is no existing Event of Default and no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default, (g) the issuance of the shares in question (or, in the case of an Optional Redemption or Monthly Redemption, the shares issuable upon conversion in full of the Optional Redemption Amount or Monthly Redemption Amount) to the Holder would not violate the limitations set forth in Section 4(d) and Section 4(e) herein, (h) there has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, (i) the applicable Holder is not in possession of any information provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information, (j) for each of the twenty (20) Trading Days prior to the applicable date in question, the closing price of the Common Stock on the principal Trading Market is at least equal to the Floor Price plus an eight percent (8%) premium (as defined below), (k) the average daily dollar volume of for the Common Stock on the principal Trading Market for the twenty (20) Trading Days prior to the applicable date in question exceeds $200,000, and (l) the Company has timely filed (exclusive of any grace period) all of its SEC Reports during the time period in question. 3

  • 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.