Term and Initial Warrant Price Clause Samples
Term and Initial Warrant Price
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.
Warrant Price During the period specified in Section 2.2, each Warrant shall, subject to the terms of this Warrant Agreement and the applicable Warrant Certificate, entitle the holder thereof to purchase the number of Warrant Securities specified in the applicable Warrant Certificate at an exercise price of $ per Warrant Security, subject to adjustment upon the occurrence of certain events, as hereinafter provided. Such purchase price per Warrant Security is referred to in this Agreement as the “Warrant Price.”
Adjustment of Warrant Price and Warrant Share Number The number of shares of Common Stock for which this Warrant is exercisable, and the price at which such shares may be purchased upon exercise of this Warrant, shall be subject to adjustment from time to time as set forth in this Section 4. The Issuer shall give the Holder notice of any event described below which requires an adjustment pursuant to this Section 4 in accordance with Section 5. (a) Recapitalization, Reorganization, Reclassification,
Adjustments to the Shares and Warrant Price In order to prevent dilution of the purchase rights granted under this Warrant, the Warrant Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 2.
Warrant Price Duration and Exercise of Warrants Section 2.01. Persons intending to exercise their redeemable Class A Warrants must present the Warrant and the exercise price to the Company's Transfer Agent, in order to receive one (1) share of Common Stock. Each Class A Warrant is exercisable at an exercise price of $7.00 from the Closing Date of this offering and continuing for three (3) years, at which time the Warrants expire. The Class A Warrants are immediately detachable. For each Class B Warrant, the holder is entitled to receive one (1) share of Common Stock, at an exercise price of $6.00 from the Closing Date and continuing for four (4) years thereafter, at which time the Warrants expire. Section 2.02. Subject to the provisions of Section 4.01, paragraph (4) of Section 4.03 and the form of reverse side of the Warrant Certificate, both Classes of Warrants may be exercised at any time prior to the expiration date at 5:00 P.M. New York State time if such date shall be a Business Day; and if not then at or before 5:00 P.M. New York State time on the next following Business Day. Any Warrants not exercised during said period shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the end of such period. (1) The Warrant Holder may exercise a Warrant, in whole or in part, upon surrender of the Warrant Certificate, with the exercise form thereon duly executed to the Warrant Agent at its corporate office, together with the Warrant Price for each share of Common Stock to be purchased in New York Clearing House funds or other funds acceptable to the Company. (2) Upon receipt of a Warrant Certificate with the exercise form duly executed and accompanied by payment of the aggregate Warrant Price for the shares of Common Stock for which the Warrant is then being exercised, the Warrant Agent shall requisition from the transfer agent certificates for the total number of whole shares (as provided in Section 4.04) of Common Stock for which the Warrant is being exercised in such names and denominations as are required for delivery to the Warrant holder, and the Warrant Agent shall thereupon deliver such certificate to or in accordance with the instructions of the Warrant Holder. The Company covenants and agrees that it has duly authorized and directed its transfer agent (and will authorize and direct all its future transfer agents) to comply with all such requests of the Warrant Agent. (3) In case any Warrant Holder shall exercise his Warrant with respect to less than all of the shares of Common Stock that may be purchased under such Warrant, a new Warrant Certificate for the balance shall be countersigned and delivered to or upon the order of such Warrant Holder. (4) The Company covenants and agrees that it will pay, when due and payable, any and all taxes which may be payable in respect of the issue of Warrants, or the issue of any shares of Common Stock upon the exercise of Warrants. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of Warrant Certificates or shares of Common Stock in a name other than that of the Warrant Holder at the time of surrender, and until the payment of such tax, shall not be required to issue such Common Stock. (5) The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and currently account to the Company for moneys received by the Warrant Agent for the purchase of shares of Common Stock upon the exercise of Warrants. (6) The Class A Warrants and the Class B Warrants are immediately detachable and tradeable separately.