Common use of Company Election to Exchange Clause in Contracts

Company Election to Exchange. Notwithstanding any other provision in this Agreement to the contrary, all (and not less than all) of the outstanding Public Warrants may be exchanged, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the then outstanding Public Warrants, as described in Section 6A.2 below, for Ordinary Shares (or any Alternative Issuance pursuant to Section 4.4), at the exchange rate of 0.225 Ordinary Shares (or any Alternative Issuance pursuant to Section 4.4) for each Public Warrant held by the holder thereof (the “Consideration”) (subject to equitable adjustment by the Company in the event of any stock splits, stock dividends, recapitalizations or similar transaction with respect to the Ordinary Shares). In lieu of issuing fractional shares to any holder of warrants who would otherwise have been entitled to receive fractional shares as Consideration, the Company will round the number of shares to which such holder is entitled, after aggregating all fractions, up to the next whole number of shares.

Appears in 2 contracts

Samples: Warrant Amendment (Super Group (SGHC) LTD), Warrant Agreement (Super Group (SGHC) LTD)

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Company Election to Exchange. Notwithstanding any other provision in this Agreement to the contrary, all (and not less than all) of the outstanding Public Warrants may be exchanged, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the then outstanding Public Warrants, as described in Section 6A.2 below, for Ordinary Shares Class A ordinary shares (or any Alternative Issuance pursuant to Section 4.4), at the exchange rate of 0.225 Ordinary Shares 0.18 Class A ordinary shares (or any Alternative Issuance pursuant to Section 4.4) 4.4 for each Public Warrant held by the holder Registered Holder thereof (the “Consideration”) (subject to equitable adjustment by the Company in the event of any stock splits, stock dividends, recapitalizations or similar transaction with respect to the Ordinary SharesClass A ordinary shares). In lieu of issuing fractional shares to shares, any holder Registered Holder of warrants Warrants who would otherwise have been entitled to receive fractional shares as Consideration, the Company will round the number of shares to which such holder is entitledConsideration will, after aggregating all fractionssuch fractional shares of such Registered Holder, up to the next receive one additional whole number Class A ordinary share in lieu of such fractional shares.

Appears in 2 contracts

Samples: Warrant Agreement (REE Automotive Ltd.), Warrant Agreement (REE Automotive Ltd.)

Company Election to Exchange. Notwithstanding any other provision in this Agreement to the contrary, all (and not less than all) of the outstanding Public Warrants may be exchanged, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the then then-outstanding Public Warrants, as described in Section 6A.2 6A.3 below, for Ordinary Shares Class A ordinary shares (or any Alternative Issuance pursuant to Section 4.44.5), at the exchange rate of 0.225 Ordinary Shares 0.27 Class A ordinary shares (or any Alternative Issuance pursuant to Section 4.44.5) for each Public Warrant held by the holder thereof (the “Consideration”) (subject to equitable adjustment by the Company in the event of any stock splits, stock dividends, recapitalizations recapitalizations, or similar transaction with respect to the Ordinary SharesClass A ordinary shares). In lieu of issuing fractional shares to shares, any holder of warrants Warrants who would otherwise have been entitled to receive fractional shares as Consideration, the Company will round the number of shares to which such holder is entitledConsideration will, after aggregating all fractionssuch fractional shares of such holder, up be paid in cash (without interest) in an amount equal to the next whole number such fractional part of sharesa share multiplied by $3.54.

Appears in 1 contract

Samples: Warrant Agreement (Zura Bio LTD)

Company Election to Exchange. Notwithstanding any other provision in this Agreement to the contrary, all (and not less than all) of the outstanding Public Warrants may be exchanged, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the then outstanding Public Warrants, as described in Section 6A.2 below, for Ordinary Shares (or any Alternative Issuance pursuant to Section 4.4), at the exchange rate of 0.225 0.207 Ordinary Shares (or any Alternative Issuance pursuant to Section 4.4) 4.4 for each Public Warrant held by the holder Registered Holder thereof (the “Consideration”) (subject to equitable adjustment by the Company in the event of any stock share splits, stock share dividends, recapitalizations or similar transaction with respect to the Ordinary Shares). In lieu of issuing fractional shares to shares, any holder Registered Holder of warrants Warrants who would otherwise have been entitled to receive fractional shares as Consideration, the Company will round the number of shares to which such holder is entitledConsideration will, after aggregating all fractionssuch fractional shares of such Registered Holder, up to the next receive one additional whole number Ordinary Share in lieu of such fractional shares.

Appears in 1 contract

Samples: Warrant Agreement (Allego N.V.)

Company Election to Exchange. Notwithstanding any other provision in this Agreement to the contrary, all (and not less than all) of the outstanding Public Warrants may be exchanged, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders registered holders of the then outstanding Public Warrants, as described in Section 6A.2 below, for Ordinary Shares Common Stock (or any Alternative Issuance pursuant to Section 4.4), at the exchange rate of 0.225 Ordinary Shares 0.9120 shares of Common Stock (or any Alternative Issuance pursuant to Section 4.4) for each Public Warrant held by the registered holder thereof (the “Consideration”) (subject to equitable adjustment by the Company in the event of any stock splits, stock dividends, recapitalizations or similar transaction with respect to the Ordinary SharesCommon Stock). In lieu of issuing fractional shares shares, with respect to any holder of warrants Warrants who would otherwise have been entitled to receive fractional shares as Consideration, the Company will round the number of shares to which such holder is entitledwill, after aggregating all fractionssuch fractional shares of such holder, round up to the next nearest whole number share of sharesCommon Stock and deliver to such holder a whole share in lieu of any fraction thereof.

Appears in 1 contract

Samples: Warrant Agreement (Jet.AI Inc.)

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Company Election to Exchange. Notwithstanding any other provision in this Agreement to the contrary, all (and not less than all) of the outstanding Public Warrants may be exchanged, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders registered holders of the then outstanding Public Warrants, as described in Section 6A.2 6A.3 below, for Ordinary Common Shares (or any Alternative Issuance pursuant to Section 4.4), at the exchange rate of 0.225 Ordinary 0.2749 Common Shares (or any Alternative Issuance pursuant to Section 4.4) for each Public Warrant held by the registered holder thereof (the “Consideration”) (subject to equitable adjustment by the Company in the event of any stock splits, stock dividends, recapitalizations or similar transaction with respect to the Ordinary Common Shares). In lieu of issuing fractional shares shares, with respect to any holder of warrants Warrants who would otherwise have been entitled to receive fractional shares as Consideration, the Company will round the number of shares to which such holder is entitledwill, after aggregating all fractionssuch fractional shares of such holder, round up to the next nearest whole number Common Share and deliver to such holder a whole share in lieu of sharesany fraction thereof.

Appears in 1 contract

Samples: Warrant Agreement (Jet.AI Inc.)

Company Election to Exchange. Notwithstanding any other provision in this Agreement to the contrary, all (and not less than all) of the outstanding Public Warrants may be exchanged, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the then outstanding Public Warrants, as described in Section 6A.2 below, for Ordinary Shares Class A common shares (or any Alternative Issuance pursuant to Section 4.4), at the exchange rate of 0.225 Ordinary Shares 0.198 Class A common shares (or any Alternative Issuance pursuant to Section 4.4) for each Public Warrant held by the holder thereof (the “Consideration”) (subject to equitable adjustment by the Company in the event of any stock splits, stock dividends, recapitalizations or similar transaction with respect to the Ordinary SharesClass A common shares). In lieu of issuing fractional shares to shares, any holder of warrants Warrants who would otherwise have been entitled to receive fractional shares as Consideration, the Company will round the number of shares to which such holder is entitledConsideration will, after aggregating all fractionssuch fractional shares of such holder, up be paid in cash (without interest) in an amount equal to the next whole number such fractional part of sharesa share multiplied by $9.20.

Appears in 1 contract

Samples: Warrant Agreement (Ranpak Holdings Corp.)

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