Common use of Issuance in connection with a Business Combination Clause in Contracts

Issuance in connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional shares of Common Stock or equity-linked securities for capital raising purposes at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as determined by the Company’s Board of Directors, in good faith), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of such Business Combination (net of redemptions), and (z) the Market Price (as defined below) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the Market Price, and the Redemption Trigger Price (as defined in Section 6.1 below) shall be adjusted (to the nearest cent) to be equal to 180% of the Market Price. For purposes of this Section 4.6, the “Market Price” shall mean the volume weighted average reported last sale price of the shares of Common Stock for the 20 trading days ending on the trading day prior to the date of the completion of the Business Combination.

Appears in 8 contracts

Samples: Warrant Agreement (Roth CH Acquisition III Co), Warrant Agreement (Roth CH Acquisition III Co), Warrant Agreement (Roth CH Acquisition III Co)

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Issuance in connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional shares of Common Stock or equity-linked securities for capital raising purposes at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as determined by the Company’s Board of Directors, in good faith), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of such Business Combination (net of redemptions), and (z) the Market Price (as defined below) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the Market Price, and the Redemption Trigger Price (as defined in Section 6.1 below) shall be adjusted (to the nearest cent) to be equal to 180% of the Market Price. For purposes of this Section 4.6, the “Market Price” shall mean the volume weighted average reported last sale trading price of the shares of Common Stock for the 20 trading days ending starting on the trading day prior to the date of the completion consummation of the Business Combination.

Appears in 6 contracts

Samples: Warrant Agreement (Roth CH Acquisition IV Co.), Warrant Agreement (Roth CH Acquisition v Co.), Warrant Agreement (Roth CH Acquisition v Co.)

Issuance in connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional shares of Common Stock Ordinary Shares or equity-linked securities for capital raising purposes at an issue price or effective issue price of less than $9.20 9.50 per share (with such issue price or effective issue price as determined by the Company’s Board of Directors, in good faith), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of such Business Combination (net of redemptions), and (z) the Market Price (as defined below) is below $9.20 9.50 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the Market Price, and the Redemption Trigger Price (as defined in Section 6.1 below) shall be adjusted (to the nearest cent) to be equal to 180165% of the Market Price. For purposes of this Section 4.6, the “Market Price” shall mean the volume weighted average reported last sale price of the shares of Common Stock Ordinary Shares for the 20 trading days ending on the trading day prior to the date of the completion of the Business Combination.

Appears in 3 contracts

Samples: Warrant Agreement (Newborn Acquisition Corp), Warrant Agreement (Newborn Acquisition Corp), Warrant Agreement (Newborn Acquisition Corp)

Issuance in connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional shares of Common Stock or equity-linked securities for capital raising purposes at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as determined by the Company’s Board board of Directorsdirectors, in good faith), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of such Business Combination (net of redemptions), and (z) the Market Price (as defined below) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the Market Price, and the Redemption Trigger Price (as defined in Section 6.1 below) shall be adjusted (to the nearest cent) to be equal to 180160% of the Market Price. For purposes of this Section 4.64.9, the “Market Price” shall mean the volume weighted average reported last sale price of the shares of Common Stock for the 20 trading days ending on the trading day prior to the date of the completion of the Business Combination.

Appears in 1 contract

Samples: Warrant Agreement (Chardan Nextech Acquisition Corp.)

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Issuance in connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional shares of Common Stock or equity-linked securities for capital raising purposes at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as determined by the Company’s Board of Directors, in good faith), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of such Business Combination (net of redemptions), and (z) the Market Price (as defined below) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the Market Price, and the Redemption Trigger Price (as defined in Section 6.1 below) shall be adjusted (to the nearest cent) to be equal to 180160% of the Market Price. For purposes of this Section 4.6, the “Market Price” shall mean the volume weighted average reported last sale price of the shares of Common Stock for the 20 trading days ending on the trading day prior to the date of the completion of the Business Combination.

Appears in 1 contract

Samples: Warrant Agreement (Chardan Healthcare Acquisition 2 Corp.)

Issuance in connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional shares of Common Stock or equity-linked securities for capital raising purposes at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as determined by the Company’s Board of Directors, in good faith), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of such Business Combination (net of redemptions), and (z) the Market Price (as defined below) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the Market Price, and the Redemption Trigger Price (as defined in Section 6.1 below) shall be adjusted (to the nearest cent) to be equal to 180165% of the Market Price. For purposes of this Section 4.6, the “Market Price” shall mean the volume weighted average reported last sale price of the shares of Common Stock for the 20 trading days ending on the trading day prior to the date of the completion of the Business Combination.

Appears in 1 contract

Samples: Warrant Agreement (Roth CH Acquisition I Co)

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