Adjustments in Warrant Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Section 4.1 or 4.2 hereof, 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 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 Common Stock so purchasable immediately thereafter. 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 $9.20 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 the initial stockholders (as defined in the Prospectus) or their affiliates, without taking into account any Founder Shares (as defined below) held by such 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 (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 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 last sales price 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 6 contracts
Samples: Warrant Agreement (FG Merger III Corp.), Warrant Agreement (FG Merger II Corp.), Private Warrant Agreement (FG Merger Corp.)
Adjustments in Warrant Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Section 4.1 or 4.2 hereof, 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 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 Common Stock so purchasable immediately thereafter. 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 $9.20 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 the initial stockholders (as defined in the Prospectus) or their affiliates, without taking into account any Founder Shares (as defined below) held by such 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 (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 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 last sales price of the Common Stock that triggers the Company’s right to redeem the Public 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
Samples: Warrant Agreement (FG Merger III Corp.), Warrant Agreement (FG Merger II Corp.), Public Warrant Agreement (FG Merger Corp.)
Adjustments in Warrant Price. Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in Section 4.1 or 4.2 hereof, 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 Common Stock 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 shares of Common Stock Ordinary Shares so purchasable immediately thereafter. If 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 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 share of Common Stock (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 stockholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Founder Ordinary Shares (as defined below) of the Company issued prior to the Offering and held by the Sponsor or such stockholders 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 of the initial Business Combination (net of redemptions), and (zc) 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 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 last sales $18.00 per share redemption trigger price of the Common Stock that triggers the Company’s right to redeem the Public Warrants described in Section 6.1 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
Samples: Warrant Agreement (PepperLime Health Acquisition Corp), Warrant Agreement (PepperLime Health Acquisition Corp), Warrant Agreement (PepperLime Health Acquisition Corp)
Adjustments in Warrant Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Section 4.1 or 4.2 hereof, 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 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 Common Stock so purchasable immediately thereafter. If If, (x) in connection with the closing of the initial Business Combination, 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 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 share of Common Stock (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 stockholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Founder Shares (as defined below) shares of common stock of the Company issued prior to the Offering and held by the Sponsor or such 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 (net of redemptions), and (z) the volume weighted average trading price Fair Market Value as 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 $9.20 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 last sales $18.00 per share redemption trigger price of the Common Stock that triggers the Company’s right to redeem the Public Warrants described in Section 6.1 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
Samples: Public 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. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Section 4.1 or 4.2 hereof, 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 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 Common Stock so purchasable immediately thereafter. If If, (x) in connection with the closing of the initial Business Combination, 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 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 share of Common Stock (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 stockholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Founder Shares (as defined below) shares of common stock of the Company issued prior to the Offering and held by the Sponsor or such 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 (net of redemptions), and (z) the volume weighted average trading price Fair Market Value as 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 $9.20 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 last sales price 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 Fair Market Value and the Newly Issued Price.
Appears in 4 contracts
Samples: Private Warrant Agreement (Live Oak Crestview Climate Acquisition Corp.), Warrant Agreement (Banner Acquisition Corp.), Warrant Agreement (Banner Acquisition Corp.)
Adjustments in Warrant Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Section 4.1 or 4.2 hereof, 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 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 Common Stock so purchasable immediately thereafter. 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 $9.20 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 the initial stockholders (as defined in the Prospectus) or their affiliates, without taking into account any Founder Shares shares of Class B Common Stock (as defined below) held by such 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 (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 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 last sales price of the Common Stock that triggers the Company’s right to redeem the Public 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
Samples: Warrant Agreement (FG New America Acquisition II Corp), Warrant Agreement (FG New America Acquisition II Corp)
Adjustments in Warrant Price. Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in Section 4.1 or 4.2 hereof, 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 Common Stock 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 shares of Common Stock Ordinary Shares so purchasable immediately thereafter. If 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 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 share of Common Stock (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 stockholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Founder Ordinary Shares (as defined below) of the Company issued prior to the Offering and held by the Sponsor or such stockholders 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 of the initial Business Combination (net of redemptions), and (zc) 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 its initial Business Combination (such price, the “Market Valuemarket 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 market value and the Newly Issued Price, and (ii) the last sales $18.00 per share redemption trigger price of the Common Stock that triggers the Company’s right to redeem the Public Warrants described in Section 6.1 hereof shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value market value and the Newly Issued Price.
Appears in 2 contracts
Samples: Warrant Agreement (Spring Valley Acquisition Corp. II), Warrant Agreement (Spring Valley Acquisition Corp. II)
Adjustments in Warrant Price. Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in Section 4.1 or 4.2 hereof, 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 Common Stock 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 shares of Common Stock Ordinary Shares so purchasable immediately thereafter. If 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 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 share of Common Stock (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 stockholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Founder Ordinary Shares (as defined below) of the Company issued prior to the Offering and held by the Sponsor or such stockholders 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 of the initial Business Combination (net of redemptions), and (zc) 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 its initial Business Combination (such price, the “Market Valuemarket 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 last sales price 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 market value and the Newly Issued Price.
Appears in 2 contracts
Samples: Warrant Agreement (Spring Valley Acquisition Corp. II), Warrant Agreement (Spring Valley Acquisition Corp. II)
Adjustments in Warrant Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Section 4.1 or 4.2 hereof, 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 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 Common Stock so purchasable immediately thereafter. If If, (x) in connection with the closing of the initial Business Combination, 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 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 share of Common Stock (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 stockholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Founder Shares (as defined below) shares of common stock of the Company issued prior to the Offering and held by the Sponsor or such 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 (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 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 last sales $18.00 per share redemption trigger price of the Common Stock that triggers the Company’s right to redeem the Public Warrants described in Section 6.1 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 2 contracts
Samples: Warrant Agreement (Activate Permanent Capital Corp.), Warrant Agreement (Activate Permanent Capital Corp.)
Adjustments in Warrant Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Section 4.1 or 4.2 hereof, 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 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 Common Stock so purchasable immediately thereafter. 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 $9.20 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 the initial stockholders (as defined in the Prospectus) or their affiliates, without taking into account any Founder Shares shares of Class B Common Stock (as defined below) held by such 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 (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 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 last sales price 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 1 contract
Samples: Warrant Agreement (FG New America Acquisition II Corp)
Adjustments in Warrant Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.1 or 4.2 hereofabove, 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 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 Common Stock so purchasable immediately thereafter. Raising of the Capital in Connection with the Initial Business Combination . If (x) 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 its initial Business Combination at an issue price or effective issue price of less than $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 the initial stockholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Founder Shares (as defined below) shares of Class B common stock, par value $0.0001 per share, of the Company held by the Sponsor or such 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 on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the 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 of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 and the last sales price of the Common Stock that triggers the Company’s right to redeem the Public Warrants 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 1 contract
Samples: Warrant Agreement (New Providence Acquisition Corp. II)
Adjustments in Warrant Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Section 4.1 or 4.2 hereof, 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 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 Common Stock so purchasable immediately thereafter. 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 $9.20 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 the initial stockholders (as defined in the Prospectus) or their affiliates, without taking into account any Founder Shares shares of Class B Common Stock (as defined below) held by such 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 completion of 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 $9.20 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 last sales price 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 1 contract
Samples: Warrant Agreement (FG New America Acquisition II Corp)
Adjustments in Warrant Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.1 or 4.2 hereofabove, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (xa) 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 (yb) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. If If, (x) in connection with the closing of the initial Business Combination, 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 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 share of Common Stock (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 stockholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Founder Shares (as defined below) shares of common stock of the Company issued prior to the Offering and held by the Sponsor or such 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 on the date of the completion of the Company’s initial Business Combination (net of redemptions), ] and (z) the volume volume-weighted average trading price of the shares of 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 of the Market Value and the Newly Issued Price, and the last sales price of the Common Stock that triggers the Company’s right to redeem the Public Warrants shall $10.00 and $18.00 per share redemption trigger prices described in Section 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 1 contract
Adjustments in Warrant Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.1 or 4.2 hereofabove, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (xa) 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 (yb) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. If If, (x) in connection with the closing of the initial Business Combination, 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 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 share of Common Stock (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 stockholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Founder Shares (as defined below) shares of common stock of the Company issued prior to the Offering and held by the Sponsor or such 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 on the date of the completion of the Company’s initial Business Combination (net of redemptions), ) and (z) the volume volume-weighted average trading price of the shares of 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 of the Market Value and the Newly Issued Price, and the last sales price of the Common Stock that triggers the Company’s right to redeem the Public Warrants shall $10.00 and $18.00 per share redemption trigger prices described in Section 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 1 contract
Adjustments in Warrant Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Section 4.1 or 4.2 hereof, 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 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 Common Stock so purchasable immediately thereafter. 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 $9.20 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 the initial stockholders (as defined in the Prospectus) or their affiliates, without taking into account any Founder Funder Shares (as defined below) held by such 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 (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 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 last sales price of the Common Stock that triggers the Company’s right to redeem the Public 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.
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Samples: Warrant Agreement (FG Merger Corp.)