Common use of Sub-Divisions Clause in Contracts

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Common Stock is increased by a share capitalization, or by a sub-division of Common Stock or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Common Stock. A rights offering to holders of Common Stock entitling holders to purchase Common Stock at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization of a number of shares of Common Stock equal to the product of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for shares of Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Common Stock, in determining the price payable for Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Common Stock trades on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Common Stock shall be issued at less than their par value.

Appears in 3 contracts

Sources: Warrant Agreement (Emerald ESG Acquisition Corp), Warrant Agreement (Ftac Zeus Acquisition Corp.), Warrant Agreement (Fintech Acquisition Corp Vi)

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Common Stock Ordinary Shares is increased by a share capitalizationdividend payable in Ordinary Shares, or by a sub-division of Common Stock Ordinary Shares or other similar event, then, on the effective date of such share capitalizationdividend, sub-division or similar event, the number of shares of Common Stock Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Common StockOrdinary Shares. A rights offering to holders of Common Stock Ordinary Shares entitling holders to purchase Common Stock Ordinary Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization share dividend of a number of shares of Common Stock Ordinary Shares equal to the product of (i) the number of shares of Common Stock the Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for shares of Common Stockthe Ordinary Shares) multiplied by and (ii) one (1) minus the quotient of (x) the price per share of Common Stock Ordinary Share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Common StockOrdinary Shares, in determining the price payable for Common StockOrdinary Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the Common Stock Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Common Stock trades Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Common Stock shall be issued at less than their par value.

Appears in 2 contracts

Sources: Warrant Agreement (Capitalworks Emerging Markets Acquisition Corp), Warrant Agreement (Capitalworks Emerging Markets Acquisition Corp)

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 ‎4.6 below, the number of issued and outstanding shares of Common Stock Shares is increased by a share capitalizationcapitalization of Common Shares, or by a sub-division of Common Stock Shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of shares of Common Stock Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Common StockShares. A rights offering made to all holders of Common Stock Shares entitling holders to purchase Common Stock Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization of a number of shares of Common Stock Shares equal to the product of (i) the number of shares of Common Stock Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for shares of the Common StockShares) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Common Stock Share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1‎4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Common StockShares, in determining the price payable for Common StockShares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the Common Stock as reported Shares during the ten (10) trading day period ending on the trading day prior to the first date on which the Common Stock trades Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Common Stock Shares shall be issued at less than their par value.

Appears in 2 contracts

Sources: Warrant Agreement (Kyivstar Group Ltd.), Warrant Agreement (VEON Holdings B.V.)

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Common Stock Ordinary Shares is increased by a share capitalizationdividend payable in Ordinary Shares, or by a sub-division of Common Stock Ordinary Shares or other similar event, then, on the effective date of such share capitalizationdividend, sub-division or similar event, the number of shares of Common Stock Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Common StockOrdinary Shares. A rights offering to holders of Common Stock the Ordinary Shares entitling holders to purchase Common Stock Ordinary Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization share dividend of a number of shares of Common Stock Ordinary Shares equal to the product of (i) the number of shares of Common Stock Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for shares of Common Stockthe Ordinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Common Stock Ordinary Share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Common StockOrdinary Shares, in determining the price payable for Common StockOrdinary Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average last reported sale price of the Common Stock Ordinary Shares as reported during for the ten (10) trading day period ending on the trading day prior to the first date on which the Common Stock trades Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Common Stock shall be issued at less than their par value.

Appears in 2 contracts

Sources: Warrant Agreement (Switchback II Corp), Warrant Agreement (Switchback II Corp)

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Common Stock Ordinary Shares is increased by a share capitalizationcapitalization of Ordinary Shares, or by a sub-division of Common Stock Ordinary Shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of shares of Common Stock Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Common StockOrdinary Shares. A rights offering to holders of Common Stock the Ordinary Shares entitling holders to purchase Common Stock Ordinary Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a share capitalization of a number of shares of Common Stock Ordinary Shares equal to the product of (i) the number of shares of Common Stock Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for shares of Common StockOrdinary Shares) multiplied by and (ii) one (1) minus the quotient of (x) the price per share of Common Stock Ordinary Share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (ia) if the rights offering is for securities convertible into or exercisable for Common StockOrdinary Shares, in determining the price payable for Common StockOrdinary Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (iib) “Historical Fair Market Value” means the volume weighted average price of the Common Stock as reported Ordinary Shares during the ten (10) trading day period ending on the trading day prior to the first date on which the Common Stock trades Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Common Stock Ordinary Shares shall be issued at less than their par value.

Appears in 2 contracts

Sources: Warrant Agreement (Artius Acquisition Inc.), Warrant Agreement (Artius Acquisition Inc.)

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Common Stock Shares is increased by a share capitalizationdividend payable in Common Shares, or by a sub-division of Common Stock Shares or other similar event, then, on the effective date of such share capitalizationdividend, sub-division or similar event, the number of shares of Common Stock Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Common StockShares. A rights offering to holders of the Common Stock Shares entitling holders to purchase Common Stock Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization share dividend of a number of shares of Common Stock Shares equal to the product of (i) the number of shares of Common Stock Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for shares of the Common StockShares) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Common Stock Ordinary Share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Common StockShares, in determining the price payable for Common StockShares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the Common Stock Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Common Stock trades Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Common Stock shall be issued at less than their par value.

Appears in 1 contract

Sources: Warrant Agreement (Volta Inc.)

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Common Stock Ordinary Shares is increased by a share capitalizationcapitalization of Ordinary Shares, or by a sub-division of Common Stock Ordinary Shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of shares of Common Stock Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Common StockOrdinary Shares. A rights offering to holders of Common Stock the Ordinary Shares entitling holders to purchase Common Stock Ordinary Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization of a number of shares of Common Stock Ordinary Shares equal to the product of (i) the number of shares of Common Stock Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for shares of Common StockOrdinary Shares) multiplied by and (ii) one (1) minus the quotient of (x) the price per share of Common Stock Ordinary Share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Common Stockthe Ordinary Shares, in determining the price payable for Common StockOrdinary Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the Common Stock Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Common Stock trades Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Common Stock shall be issued at less than their par value.

Appears in 1 contract

Sources: Warrant Agreement (Greencity Acquisition Corp)

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Common Stock is increased by a share capitalization, or by a sub-division of Common Stock or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Common Stock. A rights offering to all or substantially all holders of Common Stock entitling holders to purchase Common Stock at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization of a number of shares of Common Stock equal to the product of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for shares of Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Common Stock, in determining the price payable for Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) Historical Fair Market Value” means the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Common Stock trades on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Common Stock shall be issued at less than their par value.

Appears in 1 contract

Sources: Warrant Agreement (Ftac Zeus Acquisition Corp.)

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 4.5 below, the number of issued and outstanding shares of Common Stock is increased by a capitalization or share capitalizationdividend of shares of Common Stock, or by a sub-division of shares of Common Stock or other similar event, then, on the effective date of such share capitalizationcapitalization or share dividend, sub-division divisions or similar event, the number of shares of Common Stock issuable on exercise of each Private Placement Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Common Stock. A rights offering made to all or substantially all holders of shares of Common Stock entitling holders to purchase shares of Common Stock at a price less than the Historical Fair Market Value” Value (as defined below) shall be deemed a capitalization share dividend of a number of shares of Common Stock equal to the product of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for shares of Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for shares of Common Stock, in determining the price payable for shares of Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the shares of Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Common Stock trades trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Common Stock shall be issued at less than their par value.

Appears in 1 contract

Sources: Warrant Agreement (Surrozen, Inc./De)

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Common Stock Shares is increased by a capitalization or share capitalizationdividend of Shares, or by a subsplit-division up of Common Stock Shares or other similar event, then, on the effective date of such capitalization or share capitalizationdividend, subsplit-division up or similar event, the number of shares of Common Stock Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Common StockShares. A rights offering made to all or substantially all holders of Common Stock Shares entitling holders to purchase Common Stock Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization share dividend of a number of shares of Common Stock Shares equal to the product of (i) the number of shares of Common Stock Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for shares of Common StockShares) multiplied by and (ii) one (1) minus the quotient of (x) the price per share of Common Stock Share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Common StockShares, in determining the price payable for Common StockShares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the Common Stock as reported Shares during the ten (10) trading day period ending on the trading day prior to the first date on which the Common Stock trades Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Common Stock Shares shall be issued at less than their par value.

Appears in 1 contract

Sources: Warrant Agreement (Grandview Capital Acquisition Corp.)

Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Common Stock is increased by a share capitalization, or by a sub-division of Common Stock or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Common Stock. A rights offering to holders of Common Stock entitling holders to purchase Common Stock at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization of a number of shares of Common Stock equal to the product of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for shares of Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Common Stock, in determining the price payable for Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) Historical Fair Market Value” means the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Common Stock trades on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Common Stock shall be issued at less than their par value.

Appears in 1 contract

Sources: Warrant Agreement (Fintech Acquisition Corp Vi)