Common use of Extraordinary Dividends Clause in Contracts

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of shares of Common Stock in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock if the Company does not complete its initial Business Combination within the period set forth in the Company’s amended and restated certificate of incorporation, or (e) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering upon the Company’s failure to complete the Company’s initial Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50.

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption conversion rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights as a result of the holders of shares repurchase of Common Stock by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock if the Company does not complete its initial Business Combination within or as otherwise permitted by the period set forth in Investment Management Trust Agreement between the Company’s amended Company and restated certificate the Warrant Agent dated of incorporation, even date herewith or (e) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering upon the Company’s liquidation and the distribution of its assets upon its failure to complete the Company’s initial consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or and the fair market value (as determined by the BoardCompany’s board of directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.24.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, basis with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.500.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a shareholder stockholder vote to approve an amendment to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares of Common Stock if the Company does not complete its initial the Business Combination within the period set forth in the Company’s amended and restated certificate of incorporation, or (e) in connection with the redemption of the public shares of Common Stock included in the Units sold in the Offering upon the Company’s failure of the Company to complete the Company’s its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.500.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to all or substantially all of the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of shares of Common Stock in connection with a shareholder stockholder vote to approve an amendment to amend the Company’s amended and restated certificate of incorporation to (i) modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete its initial Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation, as amended from time to time or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity or (e) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering upon the Company’s failure of the Company to complete the Company’s its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, Board in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, basis with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.500.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above4.1.1, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a shareholder stockholder vote to approve an amendment to the Company’s amended and restated certificate Certificate of incorporation to modify Incorporation in accordance with the substance or timing Certificate of the Company’s obligation to redeem 100% of the shares of Common Stock if the Company does not complete its initial Business Combination within the period set forth in the Company’s amended and restated certificate of incorporationIncorporation, or (e) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering upon the Company’s failure to complete the Company’s initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as event, an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, Board in good faith) of any securities or other assets paid on each share shares of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.500.50 (being five percent (5%) of the offering price of the Units in the Offering), which amount shall be adjusted to appropriately reflect any of the events referred to this Section 4 and excluding cash dividends or other cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of common stock issuable upon exercise of each Warrant.

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock Ordinary Shares on account of such shares of Common Stock Ordinary Shares (or other shares of the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock Ordinary Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of shares of Common Stock Ordinary Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate memorandum and articles of incorporation association to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock Ordinary Shares if the Company does not complete its initial Business Combination within the period set forth in the Company’s amended and restated certificate memorandum and articles of incorporationassociation, or (e) in connection with the redemption of the shares of Common Stock Ordinary Shares included in the Units sold in the Offering upon the Company’s failure to complete the Company’s initial Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50.

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Class A ordinary shares of Common Stock on account of such Class A ordinary shares of Common Stock (or other shares of the Company’s share capital securities into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 ‎4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Class A ordinary shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of Class A ordinary shares of Common Stock in connection with a shareholder vote to approve an amendment to amend the Company’s amended and restated certificate memorandum and articles of incorporation association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the its public shares of Common Stock if the Company does not complete its initial Business Combination within the required time period set forth in the Company’s amended and restated certificate of incorporation, or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity or (e) in connection with the redemption of the public shares of Common Stock included in the Units sold in the Offering upon the Company’s failure of the Company to complete the Company’s its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock Class A ordinary shares in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2‎4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Class A ordinary shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 ‎4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Class A ordinary shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.500.50 (being 5% of the offering price of the Units in the Offering). Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Ordinary Shares during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if following the closing of the Company’s initial Business Combination, there were total shares outstanding of 100,000,000 and the Company paid a $1.00 dividend to 17,500,000 of such shares (with the remaining 82,500,000 shares waiving their right to receive such dividend), then no adjustment to the Warrant Price would occur as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per share.

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of shares of Common Stock in connection with a shareholder stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock if the Company does not complete its initial Business Combination within the period set forth in the Company’s amended and restated certificate of incorporation, or (e) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering upon the Company’s failure to complete the Company’s initial Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50.

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay pays to all or substantially all of the holders of the Common Stock a dividend or make makes a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of shares of the Common Stock in connection with a shareholder stockholder vote to approve an amendment to amend the Company’s amended and restated certificate of incorporation Charter (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares of Common Stock if the Company it does not complete its initial Business Combination within the period set forth in the Company’s amended and restated certificate Charter, or (ii) with respect to any other material provision relating to the rights of incorporation, holders of Common Stock or pre-initial Business Combination activity or (e) in connection with the redemption of the public shares of Common Stock included in the Units sold in the Offering upon the Company’s failure of the Company to complete the Company’s its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company’s board of directors (the “Board”), in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50 (as which amount shall be adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50).

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (ai) as described in subsection 4.1.1 4.01(a) above, (bii) Ordinary Cash Dividends (as defined below), (ciii) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (div) to satisfy the redemption rights of the holders of shares of Common Stock in connection with a shareholder stockholder vote to approve an amendment to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete its initial the Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation, or (ev) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering upon the Company’s failure of the Company to complete the Company’s its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.24.01(b), “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 Article IV and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.500.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of shares of Common Stock in connection with a shareholder stockholder vote to approve an amendment to amend the Company’s second amended and restated certificate of incorporation (as amended from time to time, the “Charter”) to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete its initial the Business Combination within the period set forth in the Company’s amended and restated certificate of incorporation, Charter or to provide for redemption in connection with a Business Combination or (e) in connection with the redemption of the public shares of Common Stock included in the Units sold in the Offering upon the Company’s failure of the Company to complete the Company’s its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.500.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of shares of Common Stock in connection with a shareholder stockholder vote to approve an amendment to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete its initial the Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation, or or, (e) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering upon the Company’s failure of the Company to complete the Company’s its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.500.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay pays to all or substantially all of the holders of the Class A Ordinary Shares a dividend or make makes a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock Class A Ordinary Shares (or other shares of the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock Class A Ordinary Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of shares of Common Stock the Class A Ordinary Shares in connection with a shareholder vote to approve an amendment to amend the Company’s amended and restated certificate memorandum and articles of incorporation association (i) to modify the substance or timing of the Company’s obligation to provide holders of Class A Ordinary Shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the shares of Common Stock Class A Ordinary Shares included in the Units sold in the Offering (the “Public Shares”) if the Company it does not complete its initial Business Combination within the time period set forth in required by the Company’s amended and restated certificate memorandum and articles of incorporationassociation, as amended from time to time, or (ii) with respect to any other provision relating to the rights of holders of Class A Ordinary Shares, (e) as a result of the repurchase of Class A Ordinary Shares by the Company if a proposed initial Business Combination is presented to the shareholders of the Company for approval or (f) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering Public Shares upon the Company’s failure of the Company to complete the Company’s its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company’s board of directors (the “Board”), in good faith) of any securities or other assets paid on each share of Common Stock Class A Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock Class A Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50 (as which amount shall be adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock Class A Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50).

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay pays to all or substantially all of the holders of Common Stock a dividend or make makes a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of shares of Common Stock in connection with a shareholder stockholder vote to approve an amendment to amend the Company’s amended and restated certificate of incorporation Charter (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares of Common Stock if the Company it does not complete its initial Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporationCharter, or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, or (e) in connection with the redemption of the public shares of Common Stock included in the Units sold in the Offering upon the Company’s failure of the Company to complete the Company’s its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company’s board of directors (the “Board”), in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50 (as which amount shall be adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption conversion rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights as a result of the holders repurchase of shares of Common Stock by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock if the Company does not complete its initial Business Combination within or as otherwise permitted by the period set forth in Investment Management Trust Agreement between the Company’s amended Company and restated certificate the Warrant Agent dated of incorporation, even date herewith or (e) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering upon the Company’s liquidation and the distribution of its assets upon its failure to complete the Company’s initial consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or and the fair market value (as determined by the BoardCompany’s board of directors, in good faith) of any securities or other assets paid on each share of the Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.24.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, basis with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.500.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 Section 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption conversion rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combinationbusiness combination or vote to extend the time period to complete an initial business combination, (d) to satisfy the redemption rights as a result of the holders of shares repurchase of Common Stock by the Company in connection with a shareholder vote to approve an amendment to initial business combination or as otherwise permitted by the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock if Investment Management Trust Agreement between the Company does not complete its initial Business Combination within and the period set forth in the Company’s amended and restated certificate Warrant Agent dated of incorporation, even date herewith or (e) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering upon the Company’s liquidation and the distribution of its assets upon its failure to complete the Company’s initial Business Combination consummate a business combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or and the fair market value (as determined by the BoardCompany’s board of directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2Section 4.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, basis with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.500.50 (being 5% of the offering price of the Units in the Public Offering). The foregoing adjustment shall not apply to the Private Warrants. Further, the holders of the Private Warrants that are beneficially owned by Chardan Capital Markets, LLC or any of its related persons may not receive or accrue any cash dividends prior to the exercise or conversion of such Private Warrants, as required by FINRA Rule 5110(f)(2)(G)(vii).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock Ordinary Shares on account of such shares of Common Stock Ordinary Shares (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption conversion rights of the holders of the shares of Common Stock Ordinary Shares in connection with a proposed initial Business Combinationbusiness combination, (d) to satisfy the redemption rights as a result of the holders repurchase of shares of Common Stock Ordinary Shares by the Company in connection with a shareholder vote to approve an amendment to initial business combination or as otherwise permitted by the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock if Investment Management Trust Agreement between the Company does not complete its initial Business Combination within and the period set forth in the Company’s amended and restated certificate Warrant Agent dated of incorporationeven date herewith, or (e) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering upon the Company’s liquidation and the distribution of its assets upon its failure to complete the Company’s initial Business Combination consummate a business combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or and the fair market value (as determined by the BoardCompany’s board of directors, in good faith) of any securities or other assets paid on each share of Common Stock Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.24.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, basis with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.500.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of shares of Common Stock in connection with a shareholder stockholder vote to approve an amendment to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete its initial the Business Combination within the time period set forth in the Company’s amended and restated certificate of if incorporation, or or, (e) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering upon the Company’s failure of the Company to complete the Company’s its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.500.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of shares of Common Stock in connection with a shareholder stockholder vote to approve an amendment to amend the Company’s amended and restated certificate of incorporation to modify that would affect the Company’s pre-initial business combination activity and related stockholders’ rights, including the substance or timing of the Company’s obligation to redeem 100% of the its public shares of Common Stock if the Company does not complete its initial Business Combination business combination within the period set forth in the Company’s amended and restated certificate of incorporationrequired time period, or or, (e) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering upon the Company’s failure of the Company to complete the Company’s its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.500.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of shares of Common Stock in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock if the Company does not complete its initial Business Combination within the period set forth in the Company’s amended and restated certificate of incorporation, or (e) in connection with the redemption of the shares of Common Stock included in the Public Units sold in the Offering upon the Company’s failure to complete the Company’s initial Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50.

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Class A ordinary shares of Common Stock on account of such Class A ordinary shares of Common Stock (or other shares of the Company’s share capital securities into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 ‎4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Class A ordinary shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of Class A ordinary shares of Common Stock in connection with a shareholder vote to approve an amendment to amend the Company’s amended and restated certificate memorandum and articles of incorporation association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the its public shares of Common Stock if the Company does not complete its initial Business Combination within the required time period set forth in the Company’s amended and restated certificate of incorporation, or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity or (e) in connection with the redemption of the public shares of Common Stock included in the Units sold in the Offering upon the Company’s failure of the Company to complete the Company’s its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock Class A ordinary shares in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2‎4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Class A ordinary shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 ‎4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Class A ordinary shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.500.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay pays to all or substantially all of the holders of the Common Stock a dividend or make makes a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of shares of the Common Stock in connection with a shareholder stockholder vote to approve an amendment to amend the Company’s amended and restated certificate of incorporation (the “Charter”) (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares of Common Stock if the Company it does not complete its initial Business Combination within the period set forth in the Company’s amended and restated certificate Charter, or (ii) with respect to any other material provision relating to the rights of incorporation, holders of Common Stock or (e) in connection with the redemption of the public shares of Common Stock included in the Units sold in the Offering upon the Company’s failure of the Company to complete the Company’s its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company’s board of directors (the “Board”), in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50 (as which amount shall be adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50).

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock Ordinary Shares on account of such shares of Common Stock Ordinary Shares (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company if a proposed Business Combination is presented to the shareholders of the Company for approval, (e) to satisfy the redemption rights of the holders of shares of Common Stock Ordinary Shares in connection with a shareholder vote to approve an amendment to amend the Company’s amended and restated certificate memorandum and articles of incorporation association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock public Ordinary Shares if the Company does not complete its initial the Business Combination within the period set forth in the Company’s amended and restated certificate memorandum and articles of incorporation, association or (eii) with respect to any other provision relating to the rights of holders of Ordinary Shares or pre-initial Business Combination activity or (f) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering Ordinary Shares upon the Company’s failure of the Company to complete the Company’s its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.500.50 (being 5% of the offering price of the Public Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of its Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption conversion rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combinationbusiness combination, (d) to satisfy the redemption rights as a result of the holders repurchase of shares of Common Stock by the Company in connection with a shareholder vote to approve an amendment to initial business combination or as otherwise permitted by the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock if Investment Management Trust Agreement between the Company does not complete its initial Business Combination within and the period set forth in the Company’s amended and restated certificate Warrant Agent dated of incorporationeven date herewith, or (e) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering upon the Company’s liquidation and the distribution of its assets upon its failure to complete the Company’s initial Business Combination consummate a business combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or and the fair market value (as determined by the BoardCompany’s board of directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.24.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, basis with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.500.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Class A ordinary shares of Common Stock on account of such Class A ordinary shares of Common Stock (or other shares of the Company’s share capital securities into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 ‎4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Class A ordinary shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of Class A ordinary shares of Common Stock in connection with a shareholder vote to approve an amendment to amend the Company’s amended and restated certificate of incorporation Articles (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the its public shares of Common Stock if the Company does not complete its initial Business Combination within the required time period set forth in the Company’s amended and restated certificate of incorporation, or (ii) with respect to any other material provision relating to shareholders’ rights or pre-initial Business Combination activity or (e) in connection with the redemption of the public shares of Common Stock included in the Units sold in the Offering upon the Company’s failure of the Company to complete the Company’s its initial Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock Class A ordinary shares in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2‎4.1.2, “Ordinary Cash Dividends” means any cash dividend dividends or cash distribution distributions which, when combined on a per share basis, basis with the per share amounts of all other cash dividends and cash distributions paid on the Class A ordinary shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 adjustments and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Class A ordinary shares of Common Stock issuable on exercise of each Warrantwarrant) does not exceed but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.500.50 per share.

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of shares of Common Stock in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate memorandum and articles of incorporation association to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock if the Company does not complete its initial Business Combination within the period set forth in the Company’s amended and restated certificate memorandum and articles of incorporationassociation, or (e) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering upon the Company’s failure to complete the Company’s initial Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50.

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption conversion rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights as a result of the holders of shares repurchase of Common Stock by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock if the Company does not complete its initial Business Combination within or as otherwise permitted by the period set forth in Investment Management Trust Agreement between the Company’s amended Company and restated certificate the Warrant Agent dated of incorporation, even date herewith or (e) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering upon the Company’s liquidation and the distribution of its assets upon its failure to complete the Company’s initial consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or and the fair market value (as determined by the BoardCompany’s board of directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.24.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, basis with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.500.50 (being 5% of the offering price of the Units in the Offering). The foregoing adjustment shall not apply to the Private Warrants. Further, the holders of the Private Warrants that are beneficially owned by Chardan Capital Markets, LLC or any of its related persons may not receive or accrue any cash dividends prior to the exercise or conversion of such Private Warrants, as required by FINRA Rule 5110(f)(2)(G)(vii).

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights as a result of the holders repurchase of shares of Common Stock by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock if the Company does not complete its initial Business Combination within the period set forth (as defined in the Company’s amended and restated certificate of incorporation, Registration Statement) or (e) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering upon the Company’s shareholders or liquidation and the distribution of its assets upon its failure to complete the Company’s initial consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or and the fair market value (as determined by the BoardCompany’s board of directors, in good faith) of any securities or other assets paid on each share of the shares of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.24.5, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share of the shares of Common Stock basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.500.30 (being 5% of the offering price of the Units in the Public Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of its Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption conversion rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights as a result of the holders repurchase of shares of Common Stock by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock if the Company does not complete its initial Business Combination within or as otherwise permitted by the period set forth in Investment Management Trust Agreement between the Company’s amended Company and restated certificate the Warrant Agent dated of incorporationeven date herewith, or (e) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering upon the Company’s liquidation and the distribution of its assets upon its failure to complete the Company’s initial consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or and the fair market value (as determined by the BoardCompany’s board of directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.24.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, basis with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.500.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Class A ordinary shares of Common Stock on account of such Class A ordinary shares of Common Stock (or other shares of the Company’s share capital securities into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Class A ordinary shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of Class A ordinary shares of Common Stock in connection with a shareholder vote to approve an amendment to amend the Company’s amended and restated certificate of incorporation Articles (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the its public shares of Common Stock if the Company does not complete its initial Business Combination within the required time period set forth in the Company’s amended and restated certificate of incorporation, or (ii) with respect to any other material provision relating to shareholders’ rights or pre-initial Business Combination activity or (e) in connection with the redemption of the public shares of Common Stock included in the Units sold in the Offering upon the Company’s failure of the Company to complete the Company’s its initial Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock Class A ordinary shares in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend dividends or cash distribution distributions which, when combined on a per share basis, basis with the per share amounts of all other cash dividends and cash distributions paid on the Class A ordinary shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 adjustments and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Class A ordinary shares of Common Stock issuable on exercise of each Warrantwarrant) does not exceed but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.500.50 per share.

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above4.1.1, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a shareholder stockholder vote to approve an amendment to the Company’s amended and restated certificate Certificate of incorporation to modify the substance or timing Incorporation in accordance with terms of the Company’s obligation to redeem 100% Certificate of the shares of Common Stock if the Company does not complete its initial Business Combination within the period set forth in the Company’s amended and restated certificate of incorporationIncorporation, or (e) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering upon the Company’s failure to complete the Company’s initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as event, an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, Board in good faith) of any securities or other assets paid on each share shares of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.500.50 (being five percent (5%) of the offering price of the Units in the Offering), which amount shall be adjusted to appropriately reflect any of the events referred to this Section 4 and excluding cash dividends or other cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of common stock issuable upon exercise of each Warrant.

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption conversion rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights as a result of the holders of shares repurchase of Common Stock by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock if the Company does not complete its initial Business Combination within or as otherwise permitted by the period set forth in Investment Management Trust Agreement between the Company’s amended Company and restated certificate the Warrant Agent dated of incorporation, even date herewith or (e) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering upon the Company’s liquidation and the distribution of its assets upon its failure to complete the Company’s initial consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or and the fair market value (as determined by the BoardCompany’s board of directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.24.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, basis with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.500.50 (being 5% of the offering price of the Units in the Offering). The foregoing adjustment shall not apply to the Private Warrants.

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock Ordinary Shares on account of such shares of Common Stock Ordinary Shares (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock Ordinary Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of shares of Common Stock Ordinary Shares in connection with a shareholder vote to approve an amendment to amend the Company’s amended and restated certificate memorandum and articles of incorporation association to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock Ordinary Shares included in the Units sold in the Offering if the Company does not complete its initial the Business Combination within the time period set forth in the Company’s amended and restated certificate memorandum and articles of incorporation, association or (e) in connection with the redemption of the shares of Common Stock Ordinary Shares included in the Units sold in the Offering upon the Company’s failure of the Company to complete the Company’s its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.500.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock Ordinary Shares on account of such shares of Common Stock Ordinary Shares (or other shares of the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock Ordinary Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of shares of Common Stock the Ordinary Shares in connection with a shareholder vote to approve an amendment to amend the Company’s amended and restated certificate of incorporation Charter to modify the substance or timing of the Company’s obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of the Company’s public shares of Common Stock if the Company does not complete its initial Business Combination within the period set forth in the Company’s amended and restated certificate of incorporation, Charter or with respect to any other provisions relating to shareholders’ rights or pre-initial Business Combination activity or (e) in connection with the redemption of the public shares of Common Stock included in the Units sold in the Offering upon the Company’s failure of the Company to complete the Company’s its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company’s board of directors (the “Board, ”) in good faith) of any securities or other assets paid on each share of Common Stock Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, basis with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.500.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of shares of Common Stock in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate articles of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock if the Company does not complete its initial Business Combination within the period set forth in the Company’s amended and restated certificate articles of incorporation, or (e) in connection with the redemption of the shares of Common Stock included in the Public Units sold in the Offering upon the Company’s failure to complete the Company’s initial Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50.

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock Ordinary Shares on account of such shares of Common Stock Ordinary Shares (or other shares of the Company’s share capital Company into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption conversion rights of the holders of the shares of Common Stock Ordinary Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights as a result of the holders repurchase of shares of Common Stock Ordinary Shares by the Company in connection with a shareholder vote to approve an amendment to initial Business Combination, (e) as otherwise permitted by the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock if Investment Management Trust Agreement between the Company does not complete its initial Business Combination within and the period set forth in the Company’s amended and restated certificate Warrant Agent dated of incorporation, even date herewith or (ef) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering upon the Company’s liquidation and the distribution of its assets upon its failure to complete the Company’s initial consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or and the fair market value (as determined by the BoardCompany’s Board of Directors, in good faith) of any securities or other assets paid on each share of Common Stock Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.24.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, basis with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.500.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption conversion rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights as a result of the holders of shares repurchase of Common Stock by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock if the Company does not complete its initial Business Combination within or as otherwise permitted by the period set forth in Investment Management Trust Agreement between the Company’s amended Company and restated certificate the Warrant Agent dated of incorporation, even date herewith or (e) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering upon the Company’s liquidation and the distribution of its assets upon its failure to complete the Company’s initial consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or and the fair market value (as determined by the BoardCompany’s board of directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.24.3, “Ordinary Cash DividendsDividend” means any cash dividend or cash distribution which, when combined on a per share basis, basis with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.500.50 (being 5% of the offering price of the Units in the Offering). The foregoing adjustment shall not apply to the Private Warrants.

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay pays to all or substantially all of the holders of the Ordinary Shares a dividend or make makes a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock Ordinary Shares (or other shares of the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock Ordinary Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of shares of Common Stock the Ordinary Shares in connection with a shareholder vote to approve an amendment to amend the Company’s amended and restated certificate memorandum and articles of incorporation association (i) to modify the substance or timing of the Company’s obligation to provide holders of Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares of Common Stock included in the Units sold in the Offering (the “Public Shares”) if the Company it does not complete its initial Business Combination within the time period set forth in required by the Company’s amended and restated certificate memorandum and articles of incorporationassociation, as amended and/or restated from time to time, or (ii) with respect to any other provision relating to the rights of holders of Ordinary Shares, (e) as a result of the redemption of Public Shares by the Company if a proposed initial Business Combination is presented to the public shareholders of the Company for approval or (f) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering Public Shares upon the Company’s failure of the Company to complete the Company’s its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Exercise Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company’s board of directors (the “Board”), in good faith) of any securities or other assets paid on each share of Common Stock Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50 (as which amount shall be adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Exercise Price or to the number of shares of Common Stock Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50).

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of shares of Common Stock in connection with a shareholder vote to approve stockholder approval of an amendment to the Company’s amended and restated certificate Certificate of incorporation to modify Incorporation in accordance with the substance or timing Certificate of the Company’s obligation to redeem 100% of the shares of Common Stock if the Company does not complete its initial Business Combination within the period set forth in the Company’s amended and restated certificate of incorporationIncorporation, or (e) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering upon the Company’s failure of the Company to complete the Company’s its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share shares of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.500.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay pays to all or substantially all of the holders of the shares of Class A Common Stock a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Class A Common Stock (or other shares of the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Class A Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of shares of Class A Common Stock in connection with a shareholder stockholder vote to approve an amendment to amend the Company’s amended and restated certificate of incorporation (i) to modify affect the substance or timing of the Company’s obligation to provide for the redemption of shares of Class A Common Stock in connection with an initial Business Combination or to redeem 100% of the Company’s public shares of Common Stock if the Company does not complete consummate its initial Business Combination within eighteen (18) months from the period set forth in closing of the Company’s amended and restated certificate of incorporationOffering, or (e) in connection with the redemption of the public shares of Common Stock included in the Units sold in the Offering upon the Company’s failure of the Company to complete the Company’s its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Class A Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Class A Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50 (as which amount shall be adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Class A Common Stock issuable on exercise of each Warrant) does not exceed $0.50).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 Section 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption conversion rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combinationbusiness combination or vote to extend the time period to complete an initial business combination, (d) to satisfy the redemption rights as a result of the holders of shares repurchase of Common Stock by the Company in connection with a shareholder vote to approve an amendment to initial business combination or as otherwise permitted by the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock if Investment Management Trust Agreement between the Company does not complete its initial Business Combination within and the period set forth in the Company’s amended and restated certificate Warrant Agent dated of incorporation, even date herewith or (e) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering upon the Company’s liquidation and the distribution of its assets upon its failure to complete the Company’s initial Business Combination consummate a business combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or and the fair market value (as determined by the BoardCompany’s board of directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2Section 4.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, basis with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.500.50 (being 5% of the offering price of the Units in the Public Offering). Further, the holders of the Private Warrants that are beneficially owned by Chardan Capital Markets, LLC or any of its related persons may not receive or accrue any cash dividends prior to the exercise or conversion of such Private Warrants, as required by FINRA Rule 5110(g)(8)(F).

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of shares of Common Stock in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock if the Company does not complete its initial Business Combination within the period set forth in the Company’s amended and restated certificate of incorporation, or (e) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering upon the Company’s failure to complete the Company’s initial Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value Fair Market Value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50.

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities to all or other assets to substantially all of the holders of the shares of Common Stock Ordinary Shares on account of such shares of Common Stock Ordinary Shares (or other shares of the Company’s share capital into which the Warrants are convertible), in cash, securities or other assets, other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock Ordinary Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of shares of Common Stock the Ordinary Shares in connection with a shareholder vote to approve an amendment to amend the Company’s amended and restated certificate memorandum and articles of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock if the Company does not complete its initial Business Combination within the period set forth in the Company’s amended and restated certificate of incorporationassociation, or (e) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering Ordinary Shares upon the Company’s failure of the Company to complete the Company’s its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock Ordinary Shares issuable on exercise of each Warrant). Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 per share and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Ordinary Shares during the 365-day period ending on the date of declaration of such $0.35 per share dividend, then the Warrant Price shall be decreased, effectively immediately after the effective date of such $0.35 per share dividend, by $0.25 (the absolute value of the difference between $0.75 per share (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) does not exceed and $0.500.50 per share (the greater of (x) $0.50 per share and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)).

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of shares of Common Stock in connection with a shareholder stockholder vote to approve an amendment to the Company’s amended and restated certificate articles of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock if the Company does not complete its initial Business Combination within the period set forth in the Company’s amended and restated certificate articles of incorporation, or (e) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering upon the Company’s failure to complete the Company’s initial Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50.

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock Ordinary Shares on account of such shares of Common Stock Ordinary Shares (or other shares of the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock Ordinary Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of shares of Common Stock Ordinary Shares in connection with a shareholder vote to approve an amendment to amend the Company’s amended and restated certificate memorandum and articles of incorporation association to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock Ordinary Shares if the Company does not complete its initial the Business Combination within 24 months from the period set forth in closing of the Company’s amended and restated certificate Offering or with respect to any other provisions relating to the rights of incorporationholders of Ordinary Shares, or (e) in connection with the redemption of the public shares of Common Stock included in the Units sold in the Offering upon the Company’s failure of the Company to complete the Company’s its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.500.50 (being 5% of the offering price of the Units in the Offering). Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 per share and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Class A Ordinary Shares during the 365-day period ending on the date of declaration of such $0.35 per share dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 per share dividend, by $0.25 (the absolute value of the difference between $0.75 per share (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 per share (the greater of (x) $0.50 per share and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)).

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Class A Common Stock on account of such shares of Class A Common Stock (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Class A Common Stock in connection with a proposed initial Initial Business Combination, (d) to satisfy the redemption rights of the holders of shares of Class A Common Stock in connection with a shareholder stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify that would affect the substance or timing of the Company’s obligation to redeem 100% of the shares of Class A Common Stock if the Company does not complete its initial the Company’s Initial Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation, or (e) in connection with the redemption of the shares of Class A Common Stock included in the Units sold in the Offering upon the Company’s failure to complete the Company’s initial Initial Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Class A Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Class A Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Class A Common Stock issuable on exercise of each Warrant) does not exceed $0.500.10 (being 1% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock Ordinary Shares on account of such shares of Common Stock Ordinary Shares (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption conversion rights of the holders of the shares of Common Stock Ordinary Shares in connection with a proposed initial Business Combinationbusiness combination, (d) to satisfy the redemption rights as a result of the holders repurchase of shares of Common Stock Ordinary Shares by the Company in connection with a shareholder vote to approve an amendment to initial business combination or as otherwise permitted by the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock if Investment Management Trust Agreement between the Company does not complete its initial Business Combination within and the period set forth in the Company’s amended and restated certificate Warrant Agent dated of incorporationeven date herewith, or (e) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering upon the Company’s liquidation and the distribution of its assets upon its failure to complete the Company’s initial Business Combination consummate a business combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or and the fair market value (as determined by the BoardCompany’s board of directors, in good faith) of any securities or other assets paid on each share of Common Stock Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.24.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, basis with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.500.50 (being 5% of the offering price of the units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a shareholder stockholder vote to approve an amendment to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of allow or effectuate redemptions as described in the shares of Common Stock if Prospectus or (ii) with respect to any other provision relating to the Company does not complete its Company’s stockholders’ rights or pre-initial Business Combination within the period set forth in the Company’s amended and restated certificate of incorporationactivity, or (e) in connection with the redemption of the public shares of Common Stock included in the Units sold in the Offering upon the Company’s failure of the Company to complete the Company’s its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50 (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50).

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay pays to all or substantially all of the holders of the Class A Ordinary Shares a dividend or make makes a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock Class A Ordinary Shares (or other shares of the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock Class A Ordinary Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of shares of Common Stock the Class A Ordinary Shares in connection with a shareholder vote to approve an amendment to amend the Company’s amended and restated certificate memorandum and articles of incorporation association (i) to modify the substance or timing of the Company’s obligation to provide holders of Class A Ordinary Shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the shares of Common Stock Class A Ordinary Shares included in the Units sold in the Offering (the “Public Shares”) if the Company it does not complete its initial Business Combination within the time period set forth in required by the Company’s amended and restated certificate memorandum and articles of incorporationassociation, as amended from time to time, or (ii) with respect to any other provision relating to the rights of holders of Class A Ordinary Shares, (e) as a result of the repurchase of Class A Ordinary Shares by the Company if a proposed initial Business Combination is presented to the shareholders of the Company for approval or (f) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering Public Shares upon the Company’s failure of the Company to complete the Company’s its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock Class A Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock Class A Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50 (as which amount shall be adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock Class A Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50).

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to all or substantially all of the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital securities into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a shareholder stockholder vote to approve an amendment to amend the Company’s amended and restated certificate of incorporation Charter to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of the Company’s public shares of Common Stock if the Company does not complete its initial Business Combination within the period set forth in the Company’s amended and restated certificate of incorporation, Charter or with respect to any other provisions relating to shareholders’ rights or pre-initial Business Combination activity or (e) in connection with the redemption of the public shares of Common Stock included in the Units sold in the Offering upon the Company’s failure of the Company to complete the Company’s its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, Board in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, basis with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.500.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (ai) as described in subsection 4.1.1 4.01(a) above, (bii) Ordinary Cash Dividends (as defined below), (ciii) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (div) to satisfy the redemption rights of the holders of shares of Common Stock in connection with a shareholder stockholder vote to approve an amendment to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete its initial the Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation, or (ev) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering upon the Company’s failure of the Company to complete the Company’s its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.24.01(b), “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 Article IV and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50.0.50 (being 5% of the offering price of the Units in the Offering). ​

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock Ordinary Shares on account of such shares of Common Stock Ordinary Shares (or other shares of the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock Ordinary Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of shares of Common Stock the Ordinary Shares in connection with a shareholder vote to approve an amendment to amend the Company’s amended and restated certificate memorandum and articles of incorporation association pursuant to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock if the Company does not complete its initial Business Combination within the period set forth in the Company’s amended and restated certificate of incorporationSection 49.4 thereof, or (e) in connection with the redemption of the public shares of Common Stock included in the Units sold in the Offering upon the Company’s failure of the Company to complete the Company’s its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.500.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption conversion rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights as a result of the holders of shares repurchase of Common Stock by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock if the Company does not complete its initial Business Combination within or as otherwise permitted by the period set forth in Investment Management Trust Agreement between the Company’s amended Company and restated certificate the Warrant Agent dated of incorporation, even date herewith or (e) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering upon the Company’s liquidation and the distribution of its assets upon its failure to complete the Company’s initial consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or and the fair market value (as determined by the BoardCompany’s board of directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.24.3, “Ordinary Cash DividendsDividend” means any cash dividend or cash distribution which, when combined on a per share basis, basis with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.500.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption conversion rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights as a result of the holders repurchase of shares of Common Stock by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock if the Company does not complete its initial Business Combination within or as otherwise permitted by the period set forth in Investment Management Trust Agreement between the Company’s amended Company and restated certificate the Warrant Agent dated of incorporation, even date herewith or (e) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering upon the Company’s liquidation and the distribution of its assets upon its failure to complete the Company’s consummate an initial Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or and the fair market value (as determined by the BoardCompany’s board of directors, in good faith) of any securities or other assets paid on each share of the Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.24.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, basis with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.500.50 (being five percent (5%) of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), ) (c) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of shares of Common Stock in connection with a shareholder vote to approve stockholder approval of an amendment to the Company’s amended and restated certificate Certificate of incorporation to modify Incorporation in accordance with the substance or timing Certificate of the Company’s obligation to redeem 100% of the shares of Common Stock if the Company does not complete its initial Business Combination within the period set forth in the Company’s amended and restated certificate of incorporationIncorporation, or (e) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering upon the Company’s failure of the Company to complete the Company’s its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), ) then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share shares of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.500.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock Ordinary Shares on account of such shares of Common Stock Ordinary Shares (or other shares of the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock Ordinary Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of shares of Common Stock Ordinary Shares in connection with a shareholder vote to approve an amendment to amend the Company’s amended and restated certificate memorandum and articles of incorporation association to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock Ordinary Shares if the Company does not complete its initial the Business Combination within 24 months from the period set forth in closing of the Company’s amended and restated certificate Offering or with respect to any other provisions relating to the rights of incorporationholders of Ordinary Shares, or (e) in connection with the redemption of the public shares of Common Stock included in the Units sold in the Offering upon the Company’s failure of the Company to complete the Company’s its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.500.50 (being 5% of the offering price of the Units in the Offering).