Adjustments in Warrant Price. 4.3.1. Whenever the number of Class A Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares so purchasable immediately thereafter. 4.3.2. If (x) the Company issues additional Class A Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 84 contracts
Sources: Warrant Agreement (Trailblazer Acquisition Corp.), Warrant Agreement (FutureCrest Acquisition Corp.), Warrant Agreement (Crown Reserve Acquisition Corp. I)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any shares of Class B Ordinary Shares Common Stock (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger last sales price described in of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 50 contracts
Sources: Warrant Agreement (Insight Acquisition Corp. /DE), Warrant Agreement (Insight Acquisition Corp. /DE), Warrant Agreement (Riverview Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger price prices described in Section 6.1 below 6.2 and Section 6.1, respectively, shall be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the higher of the Market Value and the Newly Issued Price.
Appears in 41 contracts
Sources: Warrant Agreement (Compass Digital Acquisition Corp.), Warrant Agreement (Compass Digital Acquisition Corp.), Warrant Agreement (Metals Acquisition Corp)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 28 contracts
Sources: Warrant Agreement (Galata Acquisition Corp. II), Warrant Agreement (Daedalus Special Acquisition Corp.), Warrant Agreement (Leapfrog Acquisition Corp)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Ordinary Shares during the 20 ten (10) trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 below and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Appears in 23 contracts
Sources: Warrant Agreement (Investcorp India Acquisition Corp), Warrant Agreement (Investcorp India Acquisition Corp), Warrant Agreement (Ascendant Mobility Acquisition Corp I)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any shares of Class B Ordinary Shares Common Stock (as defined belowbelow in Section 4.9) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger last sales price described in of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 22 contracts
Sources: Warrant Agreement (Atlas Crest Investment Corp. III), Warrant Agreement (Cascadia Acquisition Corp.), Warrant Agreement (Cascadia Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection Section 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share Ordinary Shares (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like), with such issue price or effective issue price to be determined in good faith by the Board and, (and in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Class B Ordinary Shares (as defined below) founder shares held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading trading-day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like), then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, New Issuance Price and the $18.00 per share redemption trigger price described in Section 6.1 below shall Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued New Issuance Price.
Appears in 20 contracts
Sources: Warrant Agreement (Semper Paratus Acquisition Corp), Warrant Agreement (Semper Paratus Acquisition Corp), Warrant Agreement (Innovative International Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the our initial Business Combination business combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Ordinary Shares during the 20 10 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Appears in 20 contracts
Sources: Warrant Agreement (LeddarTech Holdings Inc.), Warrant Agreement (Falcon Peak Acquisition Corp.), Warrant Agreement (BYTE Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Company’s Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger last sales price described in of the Ordinary Shares that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 15 contracts
Sources: Warrant Agreement (Stellar v Capital Corp. (Cayman Islands)), Warrant Agreement (Stellar v Capital Corp. (Cayman Islands)), Warrant Agreement (Graf Global Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board and, (and in the case of any such issuance to the initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Founder Shares (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding the of its initial Business Combination business combination on the date of the consummation of the its initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, Price and the $18.00 per share redemption trigger price described in Section 6.1 below shall Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 14 contracts
Sources: Warrant Agreement (Memic Innovative Surgery Ltd.), Warrant Agreement (Z-Work Acquisition Corp.), Warrant Agreement (Z-Work Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions)Combination, and (z) the volume weighted average trading price of the Class A Ordinary Shares during the 20 10 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger last sales price described in of the Ordinary Shares that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 13 contracts
Sources: Warrant Agreement (Semilux International Ltd.), Warrant Agreement (Chenghe Acquisition Co.), Warrant Agreement (Chenghe Acquisition Co.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), with such issue price or effective issue price to be determined in good faith by the Board and, (and in the case of any such issuance to the initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) founder shares held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the issuance)(the “Newly Issued New Issuance Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding the of its initial Business Combination business combination on the date of the consummation of the its initial Business Combination business combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination its initial business combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the Newly Issued Price, New Issuance Price and the $18.00 per share redemption trigger price described in Section 6.1 below shall Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 180% of the higher greater of the Market Value and the Newly Issued New Issuance Price.
Appears in 13 contracts
Sources: Warrant Agreement (OneMedNet Corp), Warrant Agreement (Northern Lights Acquisition Corp.), Warrant Agreement (Global Consumer Acquisition Corp)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described referred to in Section 6.1 below and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price referred to in Section 6.2, shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Appears in 9 contracts
Sources: Warrant Agreement (Femco Steel Technology Co., Ltd.), Warrant Agreement (LatAmGrowth SPAC), Warrant Agreement (APx Acquisition Corp. I)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares founder shares (as defined belowin the Prospectus) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger last sales price described in of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 9 contracts
Sources: Warrant Agreement (NorthView Acquisition Corp), Warrant Agreement (NorthView Acquisition Corp), Warrant Agreement (NorthView Acquisition Corp)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share Ordinary Shares (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like), with such issue price or effective issue price to be determined in good faith by the Board and, (and in the case of any such issuance to the Company’s initial shareholders (as defined in the Prospectus) or their respective affiliates, without taking into account any Class B Ordinary Shares (as defined below) founder shares held by such the Company’s initial shareholders or their respective affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like), then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, Price and the $18.00 per share redemption trigger price described in Section 6.1 below shall Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 8 contracts
Sources: Warrant Agreement (Bridgetown 3 Holdings LTD), Warrant Agreement (Macondray Capital Acquisition Corp. I), Warrant Agreement (Macondray Capital Acquisition Corp. I)
Adjustments in Warrant Price. 4.3.1. Whenever the number of Class A Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares so purchasable immediately thereafter.
4.3.2. If (x) the Company issues additional Class A Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described in Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 8 contracts
Sources: Warrant Agreement (Dune Acquisition Corp II), Warrant Agreement (Dune Acquisition Corp II), Warrant Agreement (Dune Acquisition Corp II)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any shares of Class B Ordinary Shares Common Stock (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 6050% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger last sales price described in of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 8 contracts
Sources: Warrant Agreement (Colicity Inc.), Warrant Agreement (Colicity Inc.), Warrant Agreement (Colicity Inc.)
Adjustments in Warrant Price. 4.3.1. Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 Section 4.1 or Section 4.2 abovehereof, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Founder Shares (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger last sales price described in Section 6.1 below of the Common Stock that triggers the Company’s right to redeem the Public Warrants shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 8 contracts
Sources: Warrant Agreement (FG Merger III Corp.), Warrant Agreement (FG Merger III Corp.), Warrant Agreement (FG Merger III Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described in Section 6.1 below 6.1, shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 8 contracts
Sources: Warrant Agreement (Ares Acquisition Corp II), Warrant Agreement (Ares Acquisition Corp II), Warrant Agreement (Ares Acquisition Corp II)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Company’s Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described in Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 7 contracts
Sources: Warrant Agreement (Battery Future Acquisition Corp.), Warrant Agreement (Battery Future Acquisition Corp.), Warrant Agreement (IX Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 Section 4.1 or Section 4.2 abovehereof, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Founder Shares (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger last sales price described in of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 7 contracts
Sources: Warrant Agreement (FG Merger III Corp.), Warrant Agreement (FG Merger III Corp.), Warrant Agreement (FG Merger III Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, adjustment and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any shares of Class B Ordinary Shares Common Stock (as defined below) held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 6050% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 10 (ten) trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described in Section 6.1 below and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Appears in 6 contracts
Sources: Warrant Agreement (RXR Acquisition Corp.), Warrant Agreement (RXR Acquisition Corp.), Warrant Agreement (Tishman Speyer Innovation Corp. II)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share (share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board and, (and in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any shares of the Company’s Class B Ordinary Shares Common Stock, par value $0.0001 per share (as defined belowthe “Class B Common Stock”) (and any shares of Common Stock issuable upon conversion of such Class B Common Stock) held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding the of an initial Business Combination on the date of the consummation of the such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 below and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Appears in 6 contracts
Sources: Warrant Agreement (Osprey Technology Acquisition Corp. II), Warrant Agreement (Broadscale Acquisition Corp.), Warrant Agreement (Broadscale Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A shares of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (xi) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share (Ordinary Share, with such issue price or effective issue price to be determined in good faith by the Board and, (and in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Class B Ordinary Shares (as defined below) founder shares held by such shareholders holder or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (yii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 6 contracts
Sources: Warrant Agreement (ONS Acquisition Corp.), Warrant Agreement (ONS Acquisition Corp.), Warrant Agreement (ONS Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (xi) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share (share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board and, (and in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Class B Ordinary Shares (as defined below) founder shares held by such shareholders holder or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (yii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 below and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Appears in 6 contracts
Sources: Warrant Agreement (CIIG Capital Partners II, Inc.), Warrant Agreement (CIIG Capital Partners II, Inc.), Warrant Agreement (CIIG Capital Partners II, Inc.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the initial Business Combination Combination, at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any shares of Class B Ordinary Shares (as defined below) common stock of the Company held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions)Combination, and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger last sales price described in of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 6 contracts
Sources: Warrant Agreement (B. Riley Principal 250 Merger Corp.), Warrant Agreement (B. Riley Principal 250 Merger Corp.), Warrant Agreement (B. Riley Principal 250 Merger Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (xi) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock, (with such issue price or effective issue price to be determined in good faith by the Board and, and in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Class B Ordinary Shares (as defined below) founder shares held by such shareholders holder or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (yii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “"Market Value”") is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 115% of the greater of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 below and Section 6.5 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Appears in 6 contracts
Sources: Warrant Agreement (Bilander Acquisition Corp.), Warrant Agreement (Galliot Acquisition Corp.), Warrant Agreement (Galliot Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (xi) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock, (with such issue price or effective issue price to be determined in good faith by the Board and, and in the case of any such issuance to the Company’s initial shareholders (as defined in stockholders, their affiliates or the Prospectus) or their affiliatesAnchor Investors, without taking into account any Class B Ordinary Shares (as defined below) founder shares or warrants held by such shareholders holder or their affiliates, as applicable, or the Anchor Investors prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (yii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 115% of the greater of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 below and Section 6.5 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Appears in 6 contracts
Sources: Warrant Agreement (Hennessy Capital Investment Corp. VI), Warrant Agreement (Hennessy Capital Investment Corp. VI), Warrant Agreement (Hennessy Capital Investment Corp. VI)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board and, (and in the case of any such issuance to the initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Founder Shares (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding the of its initial Business Combination business combination on the date of the consummation of the its initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the Newly Issued Price, Price and the $18.00 per share redemption trigger price Redemption Trigger Price described in Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 Redemption Trigger Price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Appears in 5 contracts
Sources: Warrant Agreement (Clarim Acquisition Corp.), Warrant Agreement (Clarim Acquisition Corp.), Warrant Agreement (Clarim Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any shares of Class B Ordinary Shares Common Stock (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 6050% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to after the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described in Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 5 contracts
Sources: Warrant Agreement (Big Sky Growth Partners, Inc.), Warrant Agreement (Big Sky Growth Partners, Inc.), Warrant Agreement (Big Sky Growth Partners, Inc.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction fraction: (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, ; and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. If 4.3.2 If: (xi) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share (share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board and, (and in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Class B Ordinary Shares (as defined below) founder shares held by such shareholders holder or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), ; (yii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination thereof (net of redemptions), ; and (ziii) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the Newly Issued Price, New Issuance Price and the $18.00 per share redemption trigger price described in Section 6.1 below Redemption Trigger Price (as defined below) shall be adjusted (to the nearest cent) to be equal to 180% of the higher greater of the Market Value and the Newly Issued Price.
Appears in 5 contracts
Sources: Warrant Agreement (Syntec Optics Holdings, Inc.), Warrant Agreement (OmniLit Acquisition Corp.), Warrant Agreement (OmniLit Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. 4.4.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.4.2 If (xi) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board Company’s board of directors and, in the case of any such issuance to the Company’s initial shareholders stockholders or their affiliates, without taking into account any founder shares held by them prior to such issuance), with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the initial stockholders (as defined in the ProspectusRegistration Statement) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) founder shares held by such shareholders holders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (yii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued New Issuance Price, the $18.00 per share redemption trigger price described and Redemption Trigger Price (as defined in Section 6.1 below 6.1) shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued New Issuance Price.
Appears in 5 contracts
Sources: Warrant Agreement (EdtechX Holdings Acquisition Corp. II), Warrant Agreement (EdtechX Holdings Acquisition Corp. II), Warrant Agreement (EdtechX Holdings Acquisition Corp. II)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the initial Business Combination (excluding any issuance of securities under the Forward Purchase Agreement), at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any shares of Class B Ordinary Shares (as defined below) common stock of the Company held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions)Combination, and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger last sales price described in of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 5 contracts
Sources: Warrant Agreement (B. Riley Principal Merger Corp. II), Warrant Agreement (B. Riley Principal Merger Corp. II), Warrant Agreement (B. Riley Principal Merger Corp. II)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination (excluding any issuance of forward purchase securities) at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any shares of Class B Ordinary Shares Common Stock (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to after the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger last sales price described in of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 5 contracts
Sources: Warrant Agreement (Argus Capital Corp.), Warrant Agreement (Argus Capital Corp.), Warrant Agreement (Argus Capital Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Appears in 5 contracts
Sources: Warrant Agreement (Taboola.com Ltd.), Warrant Agreement (Taboola.com Ltd.), Warrant Agreement (ION Acquisition Corp 1 Ltd.)
Adjustments in Warrant Price. 4.3.1. Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination (excluding any issuance of securities under the Forward Purchase Agreement), at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any shares of Class B Ordinary Shares Common Stock (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Appears in 5 contracts
Sources: Warrant Agreement (Hudson Executive Investment Corp. III), Warrant Agreement (Hudson Executive Investment Corp. III), Warrant Agreement (Hudson Executive Investment Corp. II)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares shares of common stock initially purchased by the initial shareholders in a private placement prior to the Offering (as defined belowthe “Founder Shares”) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger last sales price described in of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 5 contracts
Sources: Warrant Agreement (Graf Acquisition Corp. II), Warrant Agreement (Graf Acquisition Corp. IV), Warrant Agreement (Graf Acquisition Corp. III)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described in Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 5 contracts
Sources: Warrant Agreement (Mountain & Co. I Acquisition Corp.), Warrant Agreement (Mountain & Co. I Acquisition Corp.), Warrant Agreement (Mountain & Co. I Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any shares of Class B Ordinary Shares Common Stock (as defined below) held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 6050% of the total equity proceedsproceeds (net of redemptions), and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions)Combination, and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 10 trading day period starting on the trading day prior to after the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described in under Section 6.1 below shall and Section 6.2 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described under Section 6.2 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Appears in 4 contracts
Sources: Warrant Agreement (Thayer Ventures Acquisition Corp), Warrant Agreement (Thayer Ventures Acquisition Corp), Warrant Agreement (Thayer Ventures Acquisition Corp)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board and, of Directors of the Company (and in the case of any such issuance to the initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Founder Shares (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination business combination on the date of the consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, Price and the $18.00 per share redemption trigger price Redemption Trigger Price described in Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 Redemption Trigger Price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Appears in 4 contracts
Sources: Warrant Agreement (Live Oak Crestview Climate Acquisition Corp.), Warrant Agreement (Live Oak Crestview Climate Acquisition Corp.), Warrant Agreement (Live Oak Mobility Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 4 contracts
Sources: Warrant Agreement (Bitcoin Infrastructure Acquisition Corp LTD), Warrant Agreement (CSLM Digital Asset Acquisition Corp III, LTD), Warrant Agreement (CSLM Digital Asset Acquisition Corp III, LTD)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (xi) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock, (with such issue price or effective issue price to be determined in good faith by the Board and, and in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Class B Ordinary Shares (as defined below) founder shares held by such shareholders holder or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (yii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described in Section 6.1 below and Section 6.5 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.5 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Appears in 4 contracts
Sources: Warrant Agreement (Thimble Point Acquisition Corp. II), Warrant Agreement (Thimble Point Acquisition Corp.), Warrant Agreement (Thimble Point Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 Sections 4.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described in Section 6.1 below 6.1, shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 4 contracts
Sources: Warrant Agreement (EQV Ventures Acquisition Corp. II), Warrant Agreement (EQV Ventures Acquisition Corp. II), Warrant Agreement (EQV Ventures Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 Section 4.1 or Section 4.2 abovehereof, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. If If, (x) the Company issues additional Class A Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination Combination, the Company issues additional shares of Common Stock or securities of the Company or any of the Company’s subsidiaries which are convertible into, or exchangeable or exercisable for, equity securities of the Company or such subsidiary, including any securities issued by the Company or any of the Company’s subsidiaries which are pledged to secure any obligation of any holder to purchase equity securities of the Company or any of the Company’s subsidiaries, at an issue price or effective issue price of less than $9.20 per Class A Share (share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board and, (and in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Class B Ordinary Shares (as defined below) shares of common stock of the Company issued prior to the Offering and held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price Fair Market Value as of the Class A Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Fair Market Value and the Newly Issued Price.
Appears in 4 contracts
Sources: Warrant Agreement (Live Oak Crestview Climate Acquisition Corp.), Warrant Agreement (Banner Acquisition Corp.), Warrant Agreement (Banner Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities for capital capital-raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any shares of Class B Ordinary Shares Common Stock (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger last sales price described in of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 4 contracts
Sources: Warrant Agreement (Anghami Inc), Warrant Agreement (Vistas Media Acquisition Co Inc.), Warrant Agreement (Vistas Media Acquisition Co Inc.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (xi) the Company issues additional shares of Class A Shares common stock or equity-linked securities for capital raising purposes in connection with the closing of the Company’s initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliatesSponsors, without taking into account any shares of Class B Ordinary Shares (as defined below) common stock held by such shareholders our initial stockholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per shareshare of Class A common stock, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger last sales price described in of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 4 contracts
Sources: Warrant Agreement (Seaport Calibre Materials Acquisition Corp.), Warrant Agreement (Seaport Calibre Materials Acquisition Corp.), Warrant Agreement (Seaport Calibre Materials Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any shares of Class B Ordinary Shares Common Stock (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 6050% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 10 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger last sales price described in of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 4 contracts
Sources: Warrant Agreement (Property Solutions Acquisition Corp. II), Warrant Agreement (Property Solutions Acquisition Corp. II), Warrant Agreement (Property Solutions Acquisition Corp. II)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (xi) the Company issues additional shares of Class A Shares Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the Company’s initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) stockholders or their affiliates, without taking into account any shares of the Company’s Class B Ordinary Shares common stock (as defined below“Class B Common Stock”) held by the initial stockholders or such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per shareshare of Class A Common Stock, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger last sales price described in of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 4 contracts
Sources: Warrant Agreement (Seaport Global Acquisition II Corp.), Warrant Agreement (Seaport Global Acquisition II Corp.), Warrant Agreement (Seaport Global Acquisition II Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction fraction: (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, ; and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. If 4.3.2 If: (xi) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share (share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board and, (and in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Class B Ordinary Shares (as defined below) founder shares held by such shareholders holder or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), ; (yii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination thereof (net of redemptions), ; and (ziii) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “"Market Value”") is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the Newly Issued Price, New Issuance Price and the $18.00 per share redemption trigger price described in Section 6.1 below Redemption Trigger Price (as defined below) shall be adjusted (to the nearest cent) to be equal to 180% of the higher greater of the Market Value and the Newly Issued Price.
Appears in 4 contracts
Sources: Warrant Agreement (Minority Equality Opportunities Acquisition Inc.), Warrant Agreement (Lm Funding America, Inc.), Warrant Agreement (LMF Acquisition Opportunities Inc)
Adjustments in Warrant Price. 4.3.1. Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 Section 4.1 or Section 4.2 abovehereof, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. If If, (xa) the Company issues additional Class A Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination Combination, the Company issues additional Ordinary Shares or securities of the Company or any of the Company’s subsidiaries which are convertible into, or exchangeable or exercisable for, equity securities of the Company or such subsidiary, including any securities issued by the Company or any of the Company’s subsidiaries which are pledged to secure any obligation of any holder to purchase equity securities of the Company or any of the Company’s subsidiaries, at an issue price or effective issue price of less than $9.20 per Class A Share (share of Ordinary Shares, with such issue price or effective issue price to be determined in good faith by the Board and, (and in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Class B Ordinary Shares (as defined below) of the Company issued prior to the Offering and held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (yb) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (zc) the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, (i) the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, Price and (ii) the $18.00 per share redemption trigger price described in Section 6.1 below hereof shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 4 contracts
Sources: Warrant Agreement (PepperLime Health Acquisition Corp), Warrant Agreement (PepperLime Health Acquisition Corp), Warrant Agreement (PepperLime Health Acquisition Corp)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares or equity-linked securities for capital raising purposes in connection with the closing of the our initial Business Combination business combination at an issue price or effective issue price of less than $9.20 9.50 per Class A Share share (as adjusted for splits, dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (with such issue price or effective issue price to be determined in good faith by the Board andour board of directors, and in the case of any such issuance to the our sponsor, initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) founder shares held by such shareholders or their affiliates, as applicable, them prior to such issuance issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding the of our initial Business Combination on the date of the consummation of the initial Business Combination business combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares our ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination we consummate our initial business combination (such price, the “Market Value”) is below $9.20 9.50 per share, the Warrant Price shall exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 16.50 per share redemption trigger price described in Section 6.1 below shall under “Redemption” will be adjusted (to the nearest cent) to be equal to 180165% of the higher of (i) the Market Value and (ii) the Newly Issued Price.
Appears in 4 contracts
Sources: Warrant Agreement (Bull Horn Holdings Corp.), Warrant Agreement (Bull Horn Holdings Corp.), Warrant Agreement (Bull Horn Holdings Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing consummation of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any shares of Class B Ordinary Shares Common Stock (as defined below) held by such shareholders the Sponsor or their its affiliates, as applicable, prior to such issuance applicable (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation completion of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to after the day on which the Company consummates SPAC Parties consummate the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger last sales price described in of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 4 contracts
Sources: Warrant Agreement (Kimbell Tiger Acquisition Corp), Warrant Agreement (Kimbell Tiger Acquisition Corp), Warrant Agreement (Kimbell Tiger Acquisition Corp)
Adjustments in Warrant Price. 4.3.1. 4.4.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.4.2 If (xi) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share (share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board and, (and in the case of any such issuance to the Sponsor, initial shareholders stockholders (as defined in the ProspectusRegistration Statement) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) founder shares held by such shareholders holders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (yii) the aggregate gross proceeds from such issuances represent more than 6050% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the Newly Issued New Issuance Price, and the $18.00 per share redemption trigger last sales price described in of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher greater of the Market Value and the Newly Issued New Issuance Price.
Appears in 4 contracts
Sources: Warrant Agreement (PMV Consumer Acquisition Corp.), Warrant Agreement (PMV Consumer Acquisition Corp.), Warrant Agreement (LGL Systems Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 Section 4.1 or Section 4.2 abovehereof, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. If If, (x) the Company issues additional Class A Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination Combination, the Company issues additional shares of Common Stock or securities of the Company or any of the Company’s subsidiaries which are convertible into, or exchangeable or exercisable for, equity securities of the Company or such subsidiary, including any securities issued by the Company or any of the Company’s subsidiaries which are pledged to secure any obligation of any holder to purchase equity securities of the Company or any of the Company’s subsidiaries, at an issue price or effective issue price of less than $9.20 per Class A Share (share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board and, (and in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Class B Ordinary Shares (as defined below) shares of common stock of the Company issued prior to the Offering and held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price Fair Market Value as of the Class A Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, (i) the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Fair Market Value and the Newly Issued Price, Price and (ii) the $18.00 per share redemption trigger price described in Section 6.1 below hereof shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Fair Market Value and the Newly Issued Price.
Appears in 4 contracts
Sources: Warrant Agreement (Live Oak Crestview Climate Acquisition Corp.), Warrant Agreement (Banner Acquisition Corp.), Warrant Agreement (Live Oak Crestview Climate Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination (excluding any issuance of the Forward Purchase Units) at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceedsproceeds (including from such issuances, the Offering and the sale of the Forward Purchase Units), and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Appears in 4 contracts
Sources: Warrant Agreement (ScION Tech Growth II), Warrant Agreement (ScION Tech Growth II), Warrant Agreement (ScION Tech Growth I)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination (excluding any issuance of securities under the Forward Purchase Agreement), at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any shares of Class B Ordinary Shares Common Stock (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger last sales price described in of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 3 contracts
Sources: Warrant Agreement (Hudson Executive Investment Corp.), Warrant Agreement (Hudson Executive Investment Corp.), Warrant Agreement (Hudson Executive Investment Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (xi) the Company issues additional Class A Ordinary Shares or equity-linked securities convertible into or exercisable or exchangeable for Ordinary Shares for capital raising purposes in connection with the closing of the its initial Business Combination (not including any forward purchase shares) at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, (including consideration of the market price) and in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Class B Ordinary Shares (as defined below) ordinary shares, par value $0.0001 per share, of the Company held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (yii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued New Issuance Price.
Appears in 3 contracts
Sources: Warrant Agreement (SilverBox Corp IV), Warrant Agreement (SilverBox Corp IV), Warrant Agreement (SilverBox Corp IV)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 Section 4.1 or Section 4.2 abovehereof, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (xa) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (yb) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Company’s Business Combination (net of redemptions), and (zc) the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger last sales price described in of the Ordinary Shares that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 3 contracts
Sources: Warrant Agreement (ALSP Orchid Acquisition Corp I), Warrant Agreement (ALSP Orchid Acquisition Corp I), Warrant Agreement (ALSP Orchid Acquisition Corp I)
Adjustments in Warrant Price. 4.3.14.4.1. Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.24.4.2. If (x) If, in connection with a Business Combination, the Company (a) issues additional Class A Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share (with such issue price or effective issue price to be as determined by the Company’s Board of Directors, in good faith by the Board andfaith, and in the case of any such issuance to the Sponsor, the initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any shares of the Company’s Class B Ordinary Shares common stock, par value $0.0001 per share (as defined below) the “Class B Common Stock”), issued prior to the Public Offering and held by such shareholders or their affiliates, as applicable, them prior to such issuance issuance) (the “Newly Issued Price”)), (yb) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial such Business Combination (net of redemptions), and (zc) the volume weighted average trading price of the Class A Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination Market Value (such price, the “Market Value”as defined below) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described in Section 6.1 below Redemption Trigger Price (as defined below) shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Solely for purposes of this Section 4.4.2, the “Market Value” shall mean the volume weighted average trading price of the Common Stock during the twenty (20) trading day period starting on the trading day prior to the date of the consummation of the Business Combination.
Appears in 3 contracts
Sources: Warrant Agreement (Schultze Special Purpose Acquisition Corp. II), Warrant Agreement (Schultze Special Purpose Acquisition Corp. II), Warrant Agreement (Schultze Special Purpose Acquisition Corp. II)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Appears in 3 contracts
Sources: Warrant Agreement (ION Acquisition Corp 3 Ltd.), Warrant Agreement (ION Acquisition Corp 2 Ltd.), Warrant Agreement (ION Acquisition Corp 2 Ltd.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (xi) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the its initial Business Combination (not including any forward purchase shares) at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, and in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Class B Ordinary Shares (as defined below) founder shares held by such shareholders holder or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (yii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 115% of the higher of the Market Value and the Newly Issued Price, the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described in Section 6.1 below and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 3 contracts
Sources: Warrant Agreement (SilverBox Engaged Corp II), Warrant Agreement (Silverbox Engaged Merger Corp I), Warrant Agreement (Silverbox Engaged Merger Corp I)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Ordinary Shares during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 below and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Appears in 3 contracts
Sources: Warrant Agreement (CCIF Acquisition Corp.), Warrant Agreement (CCIF Acquisition Corp.), Warrant Agreement (CCIF Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described referred to in Section 6.1 below and Section 6.2, shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price referred to in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Appears in 3 contracts
Sources: Warrant Agreement (Patria Latin American Opportunity Acquisition Corp.), Warrant Agreement (Patria Latin American Opportunity Acquisition Corp.), Warrant Agreement (Patria Latin American Opportunity Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share Ordinary Shares (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like), with such issue price or effective issue price to be determined in good faith by the Board and, (and in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Class B Ordinary Shares (as defined below) founder shares held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like), then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, Price and the $18.00 per share redemption trigger price described in Section 6.1 below shall Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 3 contracts
Sources: Warrant Agreement (Malacca Straits Acquisition Co LTD), Warrant Agreement (Malacca Straits Acquisition Co LTD), Warrant Agreement (Malacca Straits Acquisition Co LTD)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (xi) the Company issues additional Class A Ordinary Shares or equity-linked securities convertible into or exercisable or exchangeable for Ordinary Shares for capital raising purposes in connection with the closing of the its initial Business Combination (not including any forward purchase shares) at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, (including consideration of the market price) and in the case of any such issuance to TDAC Partners LLC (the initial shareholders (as defined in the Prospectus“Sponsor”) or their its affiliates, without taking into account any shares of Class B Ordinary Shares (as defined below) Shares, par value $0.0001 per share, of the Company held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (yii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 115% of the higher of the Market Value and the New Issuance Price and the $18.00 per share redemption trigger price described in Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued New Issuance Price.
Appears in 3 contracts
Sources: Warrant Agreement (Translational Development Acquisition Corp.), Warrant Agreement (Translational Development Acquisition Corp.), Public Warrant Agreement (Translational Development Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (xi) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share (share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board and, (and in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Class B Ordinary Shares (as defined below) founder shares held by such shareholders holder or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (yii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “"Market Value”") is below $9.20 per share, then the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 below and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Appears in 3 contracts
Sources: Warrant Agreement (Finserv Acquisition Corp. II), Warrant Agreement (Finserv Acquisition Corp. II), Warrant Agreement (Carney Technology Acquisition Corp. II)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. If (x) 4.3.2 The Warrant Price and the Company issues additional Class A Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares Reference Price (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (shall be adjusted accordingly upon the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% occurrences of the total equity proceeds, and interest thereon, available for funding following events:
(a) if the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) Benchmark Value is below $9.20 8.00 per shareClass A Ordinary Share as of the date that is the six (6)-month anniversary of the Closing Date, (i) the Warrant Price shall be adjusted reduced to $8.00, and (ii) the Reference Price shall be reduced to $16.00, in each case on the nearest centTrading Day immediately following such date of determination;
(b) to be equal to 115% if the Benchmark Value is below $7.00 per Class A Ordinary Share as of the higher date that is the twelve (12)-month anniversary of the Market Closing Date, (i) the Warrant Price shall be reduced to $7.00, and (ii) the Reference Price shall be reduced to $15.00, in each case on the Trading Day immediately following such date of determination;
(c) if the Benchmark Value is below $6.00 per Class A Ordinary Share as of the date that is the eighteen (18)-month anniversary of the Closing Date, (i) the Warrant Price shall be reduced to $6.00, and (ii) the Reference Price shall be reduced to $14.00, in each case on the Trading Day immediately following such date of determination;
(d) if the Benchmark Value is below $5.00 per Class A Ordinary Share as of the date that is the twenty-four (24)-month anniversary of the Closing Date, (i) the Warrant Price shall be reduced to $5.00, and (ii) the Reference Price shall be reduced to $13.00, in each case on the Trading Day immediately following such date of determination; in each case of clauses (a) through (d), the amounts of the Benchmark Value and the Newly Issued adjusted Warrant Price and Reference Price, the $18.00 per share redemption trigger price described in Section 6.1 below as applicable, shall be adjusted (subject to adjustment to the nearest cent) extent the Warrant Price is adjusted after the date of this Agreement (other than pursuant to be equal to 180% of the higher of the Market Value and the Newly Issued Pricethis Section 4.3.2).
Appears in 3 contracts
Sources: Warrant Agreement (Webull Corp), Warrant Agreement (SK Growth Opportunities Corp), Warrant Agreement (SK Growth Opportunities Corp)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (xi) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share (share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board and, (and in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Class B Ordinary Shares (as defined below) founder shares held by such shareholders holder or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (yii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the Newly Issued Price, New Issuance Price and the $18.00 per share redemption trigger price described in Section 6.1 below Redemption Trigger Price (as defined below) shall be adjusted (to the nearest cent) to be equal to 180% of the higher greater of the Market Value and the Newly Issued Price.
Appears in 3 contracts
Sources: Warrant Agreement (Seaport Global Acquisition Corp), Warrant Agreement (Seaport Global Acquisition Corp), Warrant Agreement (Seaport Global Acquisition Corp)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any shares of Class B Ordinary Shares (as defined below) common stock, $0.0001 par value per share, held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger last sales price described in of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 3 contracts
Sources: Warrant Agreement (Pine Technology Acquisition Corp.), Warrant Agreement (Pine Technology Acquisition Corp.), Warrant Agreement (Pine Technology Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. If (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share (as adjusted for share sub-divisions, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) of Ordinary Shares, with such issue price or effective issue price to be determined in good faith by the Board and, (and in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Founder Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding the of its initial Business Combination business combination on the date of the consummation of the its initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted for share sub-divisions, share capitalizations, rights issuances, reorganizations, recapitalizations and the like), then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, Price and the $18.00 per share redemption trigger price described in Section 6.1 below shall Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 3 contracts
Sources: Warrant Agreement (Genesis Park Acquisition Corp.), Warrant Agreement (Genesis Park Acquisition Corp.), Warrant Agreement (Genesis Park Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of shares of Class A Shares Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Class A Shares Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Class A Shares Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional shares of Class A Shares Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Class A Common Stock for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Share (Common Stock, with such issue price or effective issue price to be determined in good faith by the Board and, (and in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any shares of Class B Ordinary Shares common stock of the Company, par value $0.0001 per share (as defined below) the “Class B common stock”), held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding the of an initial Business Combination on the date of the consummation of the such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger price prices (as described in Section 6.1 below shall 6.2 and Section 6.1, respectively) will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the higher of the Market Value and the Newly Issued Price.
Appears in 3 contracts
Sources: Warrant Agreement (Jupiter Acquisition Corp), Warrant Agreement (Jupiter Acquisition Corp), Warrant Agreement (Jupiter Acquisition Corp)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Ordinary Shares during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 below and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Appears in 3 contracts
Sources: Warrant Agreement (Aries I Acquisition Corp.), Warrant Agreement (Aries I Acquisition Corp.), Warrant Agreement (Aries I Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) or Private Placement Units (or securities underlying such Private Placement Units held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Company’s Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Ordinary Shares during the 20 10 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) of the Class A Ordinary Shares is below $9.20 per share, then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger last sales price described in of the Ordinary Shares that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 3 contracts
Sources: Warrant Agreement (Chenghe Acquisition II Co.), Warrant Agreement (Chenghe Acquisition II Co.), Warrant Agreement (Chenghe Acquisition III Co.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates or Phoenix or its affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates or Phoenix or its affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger price prices described in Section 6.1 below 6.2 and Section 6.1, respectively, shall be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the higher of the Market Value and the Newly Issued Price.
Appears in 3 contracts
Sources: Warrant Agreement (Valor Latitude Acquisition Corp.), Warrant Agreement (Valor Latitude Acquisition Corp.), Warrant Agreement (Valor Latitude Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares founder shares (as defined belowin the Prospectus) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Company’s Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger last sales price described in of the Ordinary Shares that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 3 contracts
Sources: Warrant Agreement (Berto Acquisition Corp.), Warrant Agreement (Berto Acquisition Corp.), Warrant Agreement (Berto Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection Section 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any shares of Class B Ordinary Shares Common Stock (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger last sales price described in of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 3 contracts
Sources: Warrant Agreement (Zanite Acquisition Corp.), Warrant Agreement (Zanite Acquisition Corp.), Warrant Agreement (Zanite Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. Whenever the number of Class A Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares so purchasable immediately thereafter.
4.3.2. If (x) the Company issues additional Class A Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders shareholder (as defined in the Prospectus) or their its affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 3 contracts
Sources: Warrant Agreement (BoluoC Acquisition Corp), Warrant Agreement (Miluna Acquisition Corp), Warrant Agreement (BM Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities (other than the Forward Purchase Shares) for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any shares of Class B Ordinary Shares Common Stock (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described in Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 3 contracts
Sources: Warrant Agreement (Integral Acquisition Corp 1), Warrant Agreement (Integral Acquisition Corp 1), Warrant Agreement (Integral Acquisition Corp 1)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (xi) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the its initial Business Combination (not including any forward purchase shares) at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, and in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any shares of Class B Ordinary Shares (as defined below) common stock, par value $0.0001 per share, of the Company held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (yii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued New Issuance Price.
Appears in 3 contracts
Sources: Warrant Agreement (SilverBox Corp III), Warrant Agreement (SilverBox Corp III), Warrant Agreement (SilverBox Engaged Corp II)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in Sponsor, the Prospectus) Company’s officers or directors or their affiliates, without taking into account any shares of Class B Ordinary Shares (as defined below) common stock of the Company held by the Sponsor, the Company’s officers or directors or such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger last sales price described in of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 3 contracts
Sources: Warrant Agreement (HighCape Capital Acquisition Corp.), Warrant Agreement (HighCape Capital Acquisition Corp.), Warrant Agreement (HighCape Capital Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Ordinary Shares (except issuances of Ordinary Shares upon conversion of Founder Shares) or equity-linked securities exchange Founder Shares convertible into or exercisable or exchangeable for Ordinary Shares for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, (i) in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their any of its affiliates, without taking into account any shares of Class B Ordinary Shares ordinary shares of the Company, par value $0.0001 per share (as defined below) the “Founder Shares”), held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made to the Sponsor or any of its respective affiliates, without taking into account the transfer of Founder Shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding the of an initial Business Combination on the date of the consummation of the such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 below and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Appears in 3 contracts
Sources: Warrant Agreement (Capitalworks Emerging Markets Acquisition Corp), Warrant Agreement (Capitalworks Emerging Markets Acquisition Corp), Warrant Agreement (Capitalworks Emerging Markets Acquisition Corp)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) or Private Placement Units (or securities underlying such Private Placement Units held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Company’s Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger last sales price described in of the Ordinary Shares that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 3 contracts
Sources: Warrant Agreement (Haymaker Acquisition Corp. 4), Warrant Agreement (Haymaker Acquisition Corp. 4), Warrant Agreement (Haymaker Acquisition Corp. 4)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any share of Class B Ordinary Shares Common Stock (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Company’s Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares shares of Common Stock during the 20 trading day period starting on the trading day prior to after the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described in Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 3 contracts
Sources: Warrant Agreement (Direct Selling Acquisition Corp.), Warrant Agreement (Direct Selling Acquisition Corp.), Warrant Agreement (Direct Selling Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (xi) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock, (with such issue price or effective issue price to be determined in good faith by the Board and, and in the case of any such issuance to the Company’s initial shareholders (as defined in the Prospectus) stockholders or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) founder shares or warrants held by such shareholders holder or their affiliates, as applicable, prior to such issuance ) (the “Newly Issued New Issuance Price”)), (yii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the Newly Issued New Issuance Price, the $18.00 per share redemption trigger price described in Section 6.1 below and Section 6.5 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.5 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Appears in 3 contracts
Sources: Warrant Agreement (Thunder Bridge Capital Partners III Inc.), Warrant Agreement (Thunder Bridge Capital Partners III Inc.), Warrant Agreement (Thunder Bridge Capital Partners III Inc.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share (share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board and, (and in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Class B Ordinary Shares (as defined below) shares of Common Stock issued prior to the Offering and held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding the of an initial Business Combination on the date of the consummation of the such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 3 contracts
Sources: Warrant Agreement (Intelligent Medicine Acquisition Corp.), Warrant Agreement (Intelligent Medicine Acquisition Corp.), Warrant Agreement (Intelligent Medicine Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (xi) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share (share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board and, (and in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Class B Ordinary Shares common stock, par value $0.0001 per share (as defined below) “Class B Common Stock”), of the Company held by such shareholders the Sponsor or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (yii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of the initial Business Combination thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Class A Shares Common Stock during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “"Market Value”") is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the Newly Issued Price, New Issuance Price and the $18.00 per share redemption trigger price described in Section 6.1 below Redemption Trigger Price (as defined below) shall be adjusted (to the nearest cent) to be equal to 180% of the higher greater of the Market Value and the Newly Issued Price.
Appears in 3 contracts
Sources: Warrant Agreement (Namaste World Acquisition Corp), Warrant Agreement (Namaste World Acquisition Corp), Warrant Agreement (Namaste World Acquisition Corp)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share Ordinary Shares (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like), with such issue price or effective issue price to be determined in good faith by the Board and, (and in the case of any such issuance to the Company’s initial shareholders (as defined in the Prospectus) or their respective affiliates, without taking into account any Class B Ordinary Shares (as defined below) founder shares held by such the Company’s initial shareholders or their respective affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like), then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, Price and the $18.00 per share redemption trigger price described in Section 6.1 below shall Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. If the adjustment in the immediately preceding sentence would otherwise result in an increase in the Warrant Price (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations, extraordinary dividends and similar events) hereunder, no adjustment shall be made.
Appears in 3 contracts
Sources: Warrant Agreement (Crypto 1 Acquisition Corp), Warrant Agreement (Crypto 1 Acquisition Corp), Warrant Agreement (Crypto 1 Acquisition Corp)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection Section 4.1.1 or Section 4.2 abovehereof, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (xi) the Company issues additional Class A Ordinary Shares or equity-linked securities convertible into or exercisable or exchangeable for Ordinary Shares for capital raising purposes in connection with the closing of the its initial Business Combination (not including any forward purchase shares) at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, and in the case of any such issuance to Vine Hill Capital Sponsor I LLC (the initial shareholders (as defined in the Prospectus“Sponsor”) or their its affiliates, without taking into account any Class B Ordinary Shares (as defined below) ordinary shares, par value $0.0001 per share, of the Company held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (yii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, New Issuance Price and the $18.00 per share redemption trigger price described in Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued New Issuance Price.
Appears in 3 contracts
Sources: Warrant Agreement (Vine Hill Capital Investment Corp.), Warrant Agreement (Vine Hill Capital Investment Corp.), Warrant Agreement (Vine Hill Capital Investment Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any shares of Class B Ordinary Shares Common Stock (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 6050% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Appears in 3 contracts
Sources: Warrant Agreement (Deerfield Healthcare Technology Acquisitions Corp.), Warrant Agreement (Deerfield Healthcare Technology Acquisitions Corp.), Warrant Agreement (Deerfield Healthcare Technology Acquisitions Corp.)
Adjustments in Warrant Price. 4.3.1. Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 Section 4.1 or Section 4.2 abovehereof, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. If (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Founder Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger last sales price described in of the Ordinary Shares that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 2 contracts
Sources: Warrant Agreement (Aldel Financial II Inc.), Warrant Agreement (Aldel Financial II Inc.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (xi) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock, (with such issue price or effective issue price to be determined in good faith by the Board and, and in the case of any such issuance to the Company’s initial shareholders (as defined in the Prospectus) stockholders or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) founder shares or warrants held by such shareholders holder or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (yii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 115% of the greater of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 below and Section 6.5 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Appears in 2 contracts
Sources: Warrant Agreement (AF Acquisition Corp.), Warrant Agreement (AF Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 Section 4.1 or Section 4.2 abovehereof, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Ordinary Shares or equity-linked securities convertible into or exercisable or exchangeable for Ordinary Shares for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) of Ordinary Shares (with such issue price or effective issue price to be determined in good faith by the Board (including consideration of the market price) and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B ordinary shares (the “Class B Ordinary Shares (as defined belowShares”) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceedsproceeds (net of redemptions), and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions)Combination, and (z) the volume weighted average trading price of the our Class A Shares ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described in under Section 6.1 below shall will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 2 contracts
Sources: Warrant Agreement (Thayer Ventures Acquisition Corp II), Warrant Agreement (Thayer Ventures Acquisition Corp II)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates or the Anchor Investor or its affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates or the Anchor Investor or its affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described referred to in Section 6.1 below and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price referred to in Section 6.2, shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Appears in 2 contracts
Sources: Warrant Agreement (Crown PropTech Acquisitions), Warrant Agreement (Crown PropTech Acquisitions)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, (i) in the case of any such issuance to Figure Technologies, Inc. (“Figure Technologies”), the initial shareholders (as defined in the Prospectus) Sponsor or any of their respective affiliates, without taking into account any shares of Class B Ordinary Shares common stock of the Company, par value $0.0001 per share (as defined below) held by such shareholders or their affiliates, as applicablethe “Class B Common Stock”), prior to such issuance, and (ii) to the extent that such issuance is made to Figure Technologies or any of their respective affiliates, without taking into account the transfer of Class B Common Stock, shares of Class L common stock of the Company, par value $0.0001 (the “Class L Common Stock”) or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor or Figure Technologies in connection with such issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding the of an initial Business Combination on the date of the consummation of the such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 below and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Appears in 2 contracts
Sources: Warrant Agreement (Figure Acquisition Corp. I), Warrant Agreement (Figure Acquisition Corp. I)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Ordinary Shares (except issuances of Ordinary Shares upon conversion of Founder Shares) or equity-linked securities exchange Founder Shares convertible into or exercisable or exchangeable for Ordinary Shares for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, (i) in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their any of its affiliates, without taking into account any shares of Class B Ordinary ordinary shares of the Company, par value $0.0001 per share (the “Founder Shares”), or Novator Private Placement Shares (as defined below) held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made to the Sponsor or any of its respective affiliates, without taking into account the transfer of Founder Shares, Novator Private Placement Shares, Novator Private Placement Warrants or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding the of an initial Business Combination on the date of the consummation of the such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 below and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Appears in 2 contracts
Sources: Warrant Agreement (Aurora Acquisition Corp.), Warrant Agreement (Aurora Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any shares of Class B Ordinary Shares Common Stock (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to after the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described in Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Appears in 2 contracts
Sources: Warrant Agreement (CEA Space Partners I Corp.), Warrant Agreement (CEA Space Partners I Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (xi) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock, (with such issue price or effective issue price to be determined in good faith by the Board and, and in the case of any such issuance to the Company’s initial shareholders (as defined in the Prospectus) stockholders or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) founder shares or warrants held by such shareholders holder or their affiliates, as applicable, prior to such issuance ) (the “Newly Issued New Issuance Price”)), (yii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Class A Shares Common Stock during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the Newly Issued New Issuance Price, the $18.00 per share redemption trigger price described in Section 6.1 below and Section 6.5 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.5 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Appears in 2 contracts
Sources: Warrant Agreement (Thunder Bridge Capital Partners IV, Inc.), Warrant Agreement (Thunder Bridge Capital Partners IV, Inc.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination thereof (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 10 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described in Section 6.1 below and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Appears in 2 contracts
Sources: Warrant Agreement (NightDragon Acquisition Corp.), Warrant Agreement (NightDragon Acquisition Corp.)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any shares of Class B Ordinary Shares (as defined below) common stock of the Company held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions)Combination, and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger last sales price described in of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 2 contracts
Sources: Warrant Agreement (Environmental Impact Acquisition Corp), Warrant Agreement (Environmental Impact Acquisition Corp)
Adjustments in Warrant Price. 4.3.1. 4.3.1 Whenever the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares shares of Common Stock so purchasable immediately thereafter.
4.3.2. 4.3.2 If (x) the Company issues additional Class A Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any shares of Class B Ordinary Shares Common Stock (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares Common Stock during the 20 trading day period starting on the trading day prior to after the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger last sales price described in of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Appears in 2 contracts
Sources: Warrant Agreement (D & Z Media Acquisition Corp.), Warrant Agreement (D & Z Media Acquisition Corp.)