Common use of Adjustments in Exercise Price Clause in Contracts

Adjustments in Exercise Price. Whenever the number 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 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 Ordinary Shares so purchasable immediately thereafter. If, in connection with the closing of the initial Business Combination, the Company issues additional Ordinary Shares or securities of the Company which are convertible into, or exchangeable or exercisable for, equity securities of the Company, including any securities issued by the Company which are pledged to secure any obligation of any holder to purchase equity securities of the Company, at an issue price or effective issue price of less than $9.20 per 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 Sponsor or its affiliates, without taking into account any Ordinary Shares of the Company issued prior to the Offering and held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price.

Appears in 6 contracts

Samples: Warrant Agreement (TortoiseEcofin Acquisition Corp. III), Warrant Agreement (TortoiseEcofin Acquisition Corp. III), Warrant Agreement (TortoiseEcofin Acquisition Corp. III)

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Adjustments in Exercise Price. Whenever the number of Ordinary 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 Ordinary 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. If, in connection with the closing of the initial Business Combination, the Company issues additional Ordinary Shares shares of Common Stock or securities of the Company which are convertible into, or exchangeable or exercisable for, equity securities of the Company, including any securities issued by the Company which are pledged to secure any obligation of any holder to purchase equity securities of the Company, at an issue price or effective issue price of less than $9.20 per Ordinary Shareshare 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 Sponsor or its affiliates, without taking into account any Ordinary Shares shares of common stock of the Company issued prior to the Offering and held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price.

Appears in 4 contracts

Samples: Warrant Agreement (Switchback Energy Acquisition Corp), Warrant Agreement (Switchback Energy Acquisition Corp), Warrant Agreement (Tortoise Acquisition Corp.)

Adjustments in Exercise Price. Whenever the number of Ordinary Common 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 Ordinary Common Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Common Shares so purchasable immediately thereafter. If, in connection with the closing of the initial Business Combination, the Company issues additional Ordinary Common Shares or securities of the Company which are convertible into, or exchangeable or exercisable for, equity securities of the Company, including any securities issued by the Company which are pledged to secure any obligation of any holder to purchase equity securities of the Company, at an issue price or effective issue price of less than $9.20 per 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 Sponsor or its affiliates, without taking into account any Ordinary Common Shares of the Company issued prior to the Offering and held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price.

Appears in 1 contract

Samples: Warrant Agreement (Volta Inc.)

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Adjustments in Exercise Price. Whenever the number of Ordinary Shares shares of Class A 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 Ordinary Shares shares of Class A 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 Ordinary Shares shares of Class A Common Stock so purchasable immediately thereafter. If, in connection with the closing of the initial Initial Business Combination, the Company issues additional Ordinary Shares shares of Class A Common Stock or securities of the Company which are convertible into, or exchangeable or exercisable for, equity securities of the Company, including any securities issued by the Company which are pledged to secure any obligation of any holder to purchase equity securities of the Company, at an issue price or effective issue price of less than $9.20 per Ordinary Shareshare of Class A 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 Sponsor or its affiliates, without taking into account any Ordinary Shares shares of Class A Common Stock of the Company issued prior to the Offering and held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price.

Appears in 1 contract

Samples: Warrant Agreement (Rice Acquisition Corp.)

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