Orphan meaning full#
The rights of purchase represented by the Warrants shall be exercisable, at the election of the Warrant Holders thereof, either in full or from time to time in part and, in the event that any Warrant is exercised in respect of less than all of the shares purchasable on such exercise at any time prior to the Expiration Date, a new certificate evidencing the remaining Warrant or Warrants will be issued. Such certificate or certificates shall be deemed to have been issued, and any person so designated to be named therein shall be deemed to have become a holder of record of such shares, as of the date of the surrender of such Warrants and payment of the Exercise Price or receipt of shares by net exercise as aforesaid. Upon such surrender of Warrants, and payment of the Exercise Price, with cash or securities, or upon a net exercise as aforesaid, the Company at its expense shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant Holder and in such name or names as the Warrant Holder may designate, a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of such Warrants, together with cash, as provided in Section 12 of this Warrant Agreement, in respect of any fraction of a share of such stock otherwise issuable upon such surrender. "Market Price" shall mean the then current market price per share of Common Stock, as determined in paragraph 12.1(e). MP is the Market Price of the Common Stock on the last trading day preceding the date of the request to exercise the Warrants. It is intended that the Orphan SPV Shareholder will maintain ownership of the Issuer outside the Group until the conditions to Escrow Release are satisfied. The Debt AssumptionOn the Issue Date, the Issuer will be a wholly owned subsidiary of the Orphan SPV Shareholder, who will hold the shares of the Issuer on charitable trust. The shipbuilder, STX M France, entered into a ship- a building contract with RCCL r and simultaneously entered intohc a pre-delivery agreement withthe Cayman Orphan SPV, who2 in turn entered into a delivery0 date agreement with RCCL.