Warrant Purchase Agreement means a warrant purchase agreement under which a Warrant is issued entered into by Borrower and an Affiliate of Lenders contemporaneously with the execution of this Loan Agreement.
Initial Purchase Agreement means the Purchase Agreement (including the related Blanket Endorsement, Initial Xxxx of Sale and any attachments thereto) substantially in the form of Attachment A hereto (of which these Master Terms form a part by reference), to be executed by VL Funding, the VL Funding Eligible Lender Trustee on behalf of VL Funding, Funding and the Interim Eligible Lender Trustee on behalf of Funding, which shall certify that the representations and warranties made by VL Funding as set forth in Sections 5(A) and (B) and by the Servicer as set forth in Section 5(C) of these Master Terms are true and correct as of the Closing Date.
Warrant Agency Agreement means that certain warrant agency agreement, dated on or about the Initial Exercise Date, between the Company and the Warrant Agent.
Call Warrant As defined in the recitals.
Warrant Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).
Final Offering Circular means the final offering circular relating to the Offered Securities to be offered by the Purchasers that discloses the offering price and other final terms of the Offered Securities and is dated as of the date of this Agreement (even if finalized and issued subsequent to the date of this Agreement).
Warrant Documents means the Warrant Instrument, the Warrants and the Registration Rights Agreement.
Resale Registration Statement means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale of the Warrant Shares by each Purchaser as provided for in the Registration Rights Agreement.
Warrant Securities means this Warrant and the Warrant Shares, collectively.
Initial Purchasers shall have the meaning set forth in the preamble.
Warrant Shares means the shares of Common Stock issuable upon exercise of the Warrants.
Permitted Warrant Transaction means any call option, warrant or right to purchase (or substantively equivalent derivative transaction) on the Borrower’s or a Parent Company’s common equity sold by the Borrower or a Parent Company substantially concurrently with a related Permitted Bond Hedge Transaction.
Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.
Write-Down and Conversion Powers means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.
Final Offering Memorandum shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreements with the Initial Purchasers as follows:
SPAC Warrants means SPAC Private Warrants and SPAC Public Warrants, collectively.
Warrant means this Warrant and all Warrants issued in exchange, transfer or replacement thereof.
Initial Purchase Price has the meaning set forth in Section 2.1.
Financing Statement means a record or records composed of an initial financing statement and any filed record relating to the initial financing statement.
Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.
Conversion Securities has the meaning set forth in Section 4.08(b).
Subsequent Purchase Agreement means an agreement by and between the Seller and the Purchaser pursuant to which the Purchaser will acquire Subsequent Receivables.
Additional Purchasers means purchasers of Additional Notes.
Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;
UCC Financing Statement A financing statement filed, or to be filed, pursuant to the UCC.
Preliminary Offering Circular means any preliminary offering circular or memorandum, if any, or any other written preliminary materials authorized by the Issuer to be used in connection with such an Offering. As used herein, the terms “Offering Circular” and “Preliminary Offering Circular” include the material, if any, incorporated by reference therein. We will either, as soon as practicable after the later of the date of the Invitation Wire or the date made available to us by the Issuer, furnish to you (or make available for your review) a copy of any Preliminary Offering Circular or any proof or draft of the Offering Circular. In any event, in any Offering involving an Offering Circular, the Manager will furnish, make available to you, or make arrangements for you to obtain, as soon as practicable after sufficient quantities thereof are made available by the Issuer, copies (which may, to the extent permitted by law, be in electronic form) of the Preliminary Offering Circular and Offering Circular, as amended or supplemented, if applicable (but excluding, for this purpose, documents incorporated therein by reference).