Warrant Exchange Agreement definition

Warrant Exchange Agreement shall have the meaning specified in the Recitals hereof.

Warrant Exchange Agreement means that certain Warrant Exchange Agreement, dated as of the date hereof, by and between Parent, Merger Sub, and each holder of Company Warrants.

Warrant Exchange Agreement shall have the meaning specified in Section 2.2(c) hereof.

Examples of Warrant Exchange Agreement in a sentence

• This Agreement, the Merger Agreement, the Confidentiality Agreement, the Warrant Exchange Agreement, the Noteholder Conversion Agreement, and the Interim Investors’ Agreement constitute the entire agreement of the parties hereto and thereto with respect to the subject matter hereof and thereof, and supersede all other prior agreements, understandings and statements, both written and oral, between or among the parties hereto and their respective Affiliates.

• This Agreement, together with the Exhibits attached hereto, the Company Disclosure Letter, the Parent Disclosure Letter, the Commitment Letters, the Warrant Exchange Agreement, and the Noteholder Conversion Agreement constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereof and thereof.

• Each of Parent and Merger Sub agrees that it shall not amend, modify or supplement the Warrant Exchange Agreement or the Noteholder Conversion Agreement in a manner adverse in any material respect to the Company, any Releasee (as defined in the Warrant Exchange Agreement) or any Noteholder Releasee (as defined in the Noteholder Conversion Agreement) without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed).

• Sections 5.6 (Governing Law; Jurisdiction) and 5.7 (Waiver of Jury Trial) of the Warrant Exchange Agreement are incorporated herein by reference and shall apply to this Joinder mutatis mutandis.

• Parent represents that (a) Schedule A includes a true and complete copy of all of the Equity Commitment Letters that the Investors have executed and delivered to Parent as of the date hereof, (b) Schedule B includes a true and complete copy of the Warrant Exchange Agreement as of the date hereof, and (c) Schedule C includes a true and complete copy of the Noteholder Conversion Agreement as of the date hereof.

More Definitions of Warrant Exchange Agreement

Warrant Exchange Agreement means that certain Warrant Exchange Agreement by and between Principal Borrower and Victory Park Special Situations Master Fund, Ltd., dated as of October 19, 2009, as amended, restated, supplemented, or otherwise modified from time to time.

Warrant Exchange Agreement has the meaning set forth in Section 9.3(g).

Warrant Exchange Agreement means an agreement between a Warrantholder and Canadian Exchange Co., substantially in the form attached hereto as Appendix A, with such changes or modifications as Canadian Exchange Co. may require, whereby the Warrantholder would continue to hold his or her Warrants, but upon exercise of such Warrants, the Nevada Pacific Shares received by the Warrantholder would immediately be exchanged for Exchangeable Shares on the basis of 0.23 of an Exchangeable Share for each Nevada Pacific Share.

Warrant Exchange Agreement if deemed to be required by FansUnite and Askott, means a warrant exchange agreement, in form and substance reasonably satisfactory to FansUnite, to be entered into among FansUnite, Askott, and each Exchanging Warrantholder on or prior to the Effective Date to effect the exchange of the Askott Existing Warrants for FansUnite Replacement Warrants such that (i) the number of FansUnite Common Shares underlying such FansUnite Replacement Warrant shall be equal to the number of Askott Common Shares underlying the Askott Existing Warrant multiplied by the Exchange Ratio, (ii) the exercise price per FansUnite Common Share underlying such FansUnite Replacement Warrant shall be equal to the exercise price per Askott Common Share underlying the Askott Existing Warrant divided by the Exchange Ratio, and (iii) the expiry date of the FansUnite Replacement Warrant shall be equal to the expiry date of the Askott Existing Warrant.

Warrant Exchange Agreement means the warrant exchange agreements the Corporation entered into with each holder of Old Slyce Warrants upon the completion of the Amalgamation providing for the exchange of Old Slyce Warrants for Warrants at an exchange ratio of 1.21678; and

Warrant Exchange Agreement means an agreement between a Warrantholder and Canadian Exchange Co., substantially in the form attached hereto as Appendix A, with such changes or modifications as Canadian Exchange Co. may require, whereby the Warrantholder would continue to hold his or her Warrants, but upon exercise of such Warrants, the Tone Resources Shares received by the Warrantholder would immediately be exchanged for Exchangeable Shares on the basis of 0.26 of an Exchangeable Share for each Tone Resources Share.

Warrant Exchange Agreement means a letter agreement between Arcadia and a holder of May 2007 Warrants pursuant to which such holder agrees to exchange his May 0000 Xxxxxxx for either (a) one share of Common Stock for each share of Warrant Stock (without regard to any adjustment contemplated by or provided for therein) subject to such May 2007 Warrant, or (b) a new Common Stock Purchase Warrant to purchase up to double the number of shares of Warrant Stock (without regard to any adjustment contemplated by or provided for therein) subject to such May 2007 Warrant, and substantially in the form of the existing May 2007 Warrants, except that (i) the exercise price shall be reduced to $0.50 per share; (ii) the anti-dilution adjustment shall be calculated on a weighted average basis; and (iii) the exercise period shall be approximately five years from the Effective Date.