Warrant Right definition

Warrant Right means the contractual right provided to MDB Capital Group LLC to be issued Pubco Warrants as provided in this Agreement.
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Warrant Right has the meaning given to in clause 2.1 of this Agreement.
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Warrant Right shall have the meaning set forth in the recitals to this Agreement.
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Examples of Warrant Right in a sentence

  • For each part of this Warrant representing the right to acquire .25 of a share of Common Stock (each, a “Warrant Right”), the price to be paid in cash by the Company to the Holder for each Warrant Right (the “Option Price”) shall be $0.01 per Warrant Right.

  • We refer to the conditional share capital of the Company pursuant to article 4b of the Articles of Association of the Company and hereby exercise our Warrant Right pursuant to Section 2 of the Warrant Agreement.

  • As long as the Warrant Right remains exercisable under this Agreement, the Company shall at all times have reserved a sufficient number of Class B Shares under its conditional share capital (bedingtes Aktienkapital) and/or hold, directly or indirectly through one of its subsidiaries, Class B Shares in treasury deliverable for purposes of this Agreement.

  • Assuming that the Class A Common Stock, Class B Common Stock or Warrants had a per share or per Warrant value of approximately ten dollars ($10) at such time, the holder of each valid Class A Right, Class B Right and Warrant Right would be entitled to purchase ten (10) shares of Class A Common Stock, Class B Common Stock or Warrants, as applicable, for fifty dollars ($50).

  • No Series 1a Stockholder shall be entitled to acquire any fractional shares of Series 1a Preferred Stock as a result of the exercise of the Warrant Right.

  • The shares of Series 1a Preferred Stock purchased by any Series 1a Stockholder pursuant to the Warrant Right shall have a per share purchase price of $1.00 (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to such series).

  • As a condition to exercise of the Warrant Right, the exercising Series 1a Stockholder shall sign an exercise notice on the Company’s preferred form, which, for the avoidance of doubt, shall include a lock-up and representations and warranties of the Series 1a Stockholder necessary to comply with securities laws and any such other terms and conditions as the Board may require.

  • The Additional Warrant Right shall not apply to the issuance of the Additional Warrants themselves.

  • Notwithstanding any provisions herein to the contrary, in lieu of exercising this Warrant for cash in the manner set forth in Sections 1.1 and 1.2, the Warrant holder may elect to exercise the Warrant ("Warrant Right") for shares of Common Stock, the aggregate value of which shares shall be equal to the Purchase Price multiplied by 13,000 (as each value may be adjusted from time to time as described elsewhere herein).

  • If the repurchase is consummated on or prior to March 12, 2003, the price at which each Exchange Warrant or Warrant Right would be so repurchased shall be the Redemption Price (as defined in the Exchange Warrant) of an Exchange Warrant, including any accretion thereon, as determined pursuant to Section 8(a) of the Exchange Warrant.

Related to Warrant Right

  • Purchase Option Price means the amount payable by a Lessee upon the exercise of its option to purchase a related 2024-1 Vehicle which amount equals (a) with respect to a Matured Vehicle, the Contract Residual Value plus any fees, taxes and other charges imposed in connection with such purchase and (b) with respect to a related 2024-1 Vehicle for which the related 2024-1 Lease has been terminated early by the Lessee, the sum of (i) any unpaid Monthly Payments due, (ii) any fees, taxes and other charges imposed in connection with the related 2024-1 Lease, (iii) an early termination fee and (iv) the Actuarial Payoff.

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

  • Purchase Option As defined in Section 3.18(c).

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

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

  • Adjustment Right means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with Section 2) of shares of Common Stock (other than rights of the type described in Section 3 and 4 hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

  • Purchase Option Notice As defined in Section 3.18(e).

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

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

  • Warrant Exercise Price means $0.01 per share.

  • Warrant Certificate means a certificate, substantially in the form set forth in Schedule “A” hereto, to evidence those Warrants that will be evidenced by a certificate;

  • Call Warrant As defined in the recitals.

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

  • Initial Warrant Exercise Date means __________, 1997.

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

  • 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. EXHIBIT A TO THE COMMON STOCK PURCHASE AGREEMENT FORM OF FIXED REQUEST NOTICE Reference is made to the Common Stock Purchase Agreement dated as of November 8, 2011, (the “Purchase Agreement”) between Arena Pharmaceuticals, a corporation organized and existing under the laws of the State of Delaware (the “Company”), and Azimuth Opportunity, L.P., an international limited partnership organized 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. Fixed Amount Requested: 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. AGREED AND ACCEPTED By: Name Title: EXHIBIT B TO THE COMMON STOCK PURCHASE AGREEMENT FORM OF OPTIONAL AMOUNT NOTICE To: Fax#: Reference is made to the Common Stock Purchase Agreement dated as of November 8, 2011 (the “Purchase Agreement”) between Arena Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and Azimuth Opportunity, L.P., an international limited partnership organized 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 2.11 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. Optional Amount Dollar Amount Exercised Number of Shares to be purchased VWAP on the date hereof: Discount Price: Settlement Date: Threshold Price: Dated: By: Name Title: Address: Facsimile No. EXHIBIT C TO THE COMMON STOCK PURCHASE AGREEMENT CERTIFICATE OF THE COMPANY CLOSING CERTIFICATE The undersigned, the [ ] of Arena Pharmaceuticals, 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 November 8, 2011 (the “Agreement”), by and between the Company and Azimuth Opportunity, L.P., an international limited partnership organized 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):

  • holder of a Warrant Certificate as used herein shall mean any person in whose name at the time any Warrant Certificate shall be registered upon the books to be maintained by the Warrant Agent for that purpose.

  • 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.

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

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

  • 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.

  • Warrantholder has the meaning set forth in Section 2.

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

  • 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.