Common use of Adjustments in Exercise Price Clause in Contracts

Adjustments in Exercise Price. 4.4.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in 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, (a) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (b) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.4.2 If (x) the Company issues additional 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 $9.50 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board), (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 (net of redemptions), and (z) the volume weighted average trading price of the 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 $9.50 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the last sales price 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 165% of the Market Value.

Adjustments in Exercise Price. 4.4.1 Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in 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, (a) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (b) the denominator of which shall be the number of shares of Common Stock Ordinary Shares so purchasable immediately thereafter. 4.4.2 If (xi) the Company issues additional shares of Common Stock 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 $9.50 9.20 per share of Common Stock (share, with such issue price or effective issue price to be determined in good faith by the Board), (yii) 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 (net of redemptions)combination, and (ziii) the volume weighted average trading price of the Common Stock 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 $9.50 9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the last sales price of the Common Stock 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 165180% of the Market Value.

Adjustments in Exercise Price. 4.4.1 Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in 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, (a) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (b) the denominator of which shall be the number of shares of Common Stock Ordinary Shares so purchasable immediately thereafter. 4.4.2 If (xi) the Company issues additional shares of Common Stock 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 $9.50 per share of Common Stock (Stock, with such issue price or effective issue price to be determined in good faith by the Board), (yii) 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 (net of redemptions)combination, and (ziii) the volume weighted average trading price of the Common Stock 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 $9.50 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the last sales price of the Common Stock 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 165% of the Market Value.

Adjustments in Exercise Price. 4.4.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in 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, (a) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (b) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.4.2 If (xi) the Company issues additional 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 $9.50 per share of Common Stock (share, with such issue price or effective issue price to be determined in good faith by the Board), (yii) 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 (net of redemptions)combination, and (ziii) the volume weighted average trading price of a share of the Company’s 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 $9.50 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the last sales price 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 165% of the Market Value.

Adjustments in Exercise Price. 4.4.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in 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, (a) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (b) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.4.2 If (x) the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination Business Combination at an issue price or effective issue price of less than $9.50 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board), (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 Business Combination (net of redemptions), and (z) the volume weighted average trading price of the 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 Business Combination (such price, the “Market Value”) is below $9.50 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the last sales price 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 165180% of the Market Value.

Adjustments in Exercise Price. 4.4.1 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Sections 4.1 and subsection 4.1.1 or Section 4.2 above, the Warrant Exercise Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price, Exercise Price immediately prior to such adjustment, adjustment by a fraction, fraction (ax) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (by) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.4.2 4.3.2 If (xa) the Company issues additional shares of Common Stock common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination Business Combination at an issue price or effective issue price of less than $9.50 per 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 Founders or their affiliates, without taking into account any founder shares held by them prior to such issuance), (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 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 Common Stock during the 20 trading trading-day period starting on the trading day prior to the day on which the Company consummates the initial business combination Business Combination (such price, the “Market Value”) is below $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 Market Value, and the last sales price greater 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 centi) to be equal to 165% of the Market ValueValue or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities.

Adjustments in Exercise Price. 4.4.1 4.3.1 Whenever the number of shares of Common Stock Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in Sections 4.1 and subsection 4.1.1 or Section 4.2 above, the Warrant Exercise Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price, Exercise Price immediately prior to such adjustment, adjustment by a fraction, fraction (ax) the numerator of which shall be the number of shares of Common Stock Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (by) the denominator of which shall be the number of shares of Common Stock Class A Ordinary Shares so purchasable immediately thereafter. 4.4.2 4.3.2 If (xa) the Company issues additional shares of Common Stock Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination Business Combination at an issue price or effective issue price of less than $9.50 9.20 per share of Common Stock 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 Sponsor or its affiliates, without taking into account any founder shares held by them prior to such issuance), (yb) the aggregate gross proceeds from such issuances represent more than 6065% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination 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 Common Stock Class A Ordinary Share during the 20 trading trading-day period starting on the trading day prior to the day on which the Company consummates the initial business combination Business Combination (such price, the “Market Value”) is below $9.50 9.20 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 Market Value, and the last sales price greater 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 centi) to be equal to 165% of the Market ValueValue or (ii) the price at which the Company issues the additional Class A Ordinary Shares or equity-linked securities.

Adjustments in Exercise Price. 4.4.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in 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, (a) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (b) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.4.2 If (x) the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination Business Combination at an issue price or effective issue price of less than $9.50 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board), (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 Business Combination (net of redemptions), and (z) the volume weighted average trading price of the 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 Business Combination (such price, the “Market Value”) is below $9.50 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the last sales price 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 165% of the Market Value.

Adjustments in Exercise Price. 4.4.1 Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in 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, (a) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (b) the denominator of which shall be the number of shares of Common Stock Ordinary Shares so purchasable immediately thereafter. 4.4.2 If (xi) the Company issues additional shares of Common Stock 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 $9.50 9.35 per share of Common Stock (share, with such issue price or effective issue price to be determined in good faith by the Board), (yii) 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 (net of redemptions)combination, and (ziii) the volume weighted average trading price of the Common Stock 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 $9.50 9.35 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the last sales price of the Common Stock 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 165% of the Market Value.

Adjustments in Exercise Price. 4.4.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in 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, (a) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (b) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.4.2 If (x) the Company issues additional shares of Common Stock common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination a Business Combination at an issue price or effective issue price of less than $9.50 9.20 per share of Common Stock common stock (with such issue price or effective issue price to be determined in good faith by the BoardCompany’s board of directors and, in the case of any such issuance to the co-sponsors or their affiliates, without taking into account any Founder Shares held by the co-sponsors or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the Warrants will be adjusted (yto the nearest cent) the aggregate gross proceeds from such issuances represent more than 60to be equal to 115% of the total equity proceedsNewly Issued Price, and interest thereon, available for funding the initial business combination $16.50 per share redemption trigger price will be adjusted (net to the nearest cent) to be equal to 165% of redemptions), and the market value (z) the volume weighted average trading price of the Common Stock its 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 $9.50 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the last sales price 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 165% of the Market Valueits Business Combination).

Adjustments in Exercise Price. 4.4.1 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Sections 4.1 and subsection 4.1.1 or Section 4.2 above, the Warrant Exercise Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price, Exercise Price immediately prior to such adjustment, adjustment by a fraction, fraction (ax) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (by) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.4.2 4.3.2 If (xa) the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination Business Combination at an issue price or effective issue price of less than $9.50 9.20 per 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 Founders or their affiliates, without taking into account any founder shares held by them prior to such issuance), (yb) the aggregate gross proceeds from such issuances represent more than 6065% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination 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 Common Stock during the 20 trading trading-day period starting on the trading day prior to the day on which the Company consummates the initial business combination Business Combination (such price, the “Market Value”) is below $9.50 9.20 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 greater of (i) the Market Value, and Value or (ii) the last sales price at which the Company issues the additional shares 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 165% of the Market Valueor equity-linked securities.