Common use of Issuance of Ordinary Shares on Exercise Clause in Contracts

Issuance of Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)) but in no case less than three business days after, the Company shall issue to the Registered Holder of such Warrant a certificate or certificates for the number of Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a post-effective amendment to the Registration Statement or a new registration statement under the Securities Act with respect to the Ordinary Shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s obligations under Section 7.4. In no event will the Company be required to net cash settle the Warrant exercise.

Appears in 3 contracts

Samples: Warrant Agreement (BGS Acquisition Corp.), Warrant Agreement (BGS Acquisition Corp.), Warrant Agreement (BGS Acquisition Corp.)

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Issuance of Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)) but in no case less than three business days after), the Company shall issue to the Registered Holder of such Warrant a certificate book-entry position or certificates certificate, as applicable, for the number of full Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant Warrant, as applicable, for the number of shares Ordinary Shares as to which such Warrant shall not have been exercised. Notwithstanding If fewer than all the foregoingWarrants are exercised, a notation shall be made to the records maintained by the Company evidencing the balance of the Warrants remaining after such exercise. If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in an Ordinary Share, the Company shall not be obligated round down to deliver any the nearest whole number, the number of Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation be issued to settle such Warrant exercise unless a post-effective amendment to the Registration Statement or a new registration statement under the Securities Act with respect to the Ordinary Shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s obligations under Section 7.4. In no event will the Company be required to net cash settle the Warrant exerciseholder.

Appears in 3 contracts

Samples: Warrant Agreement (PropertyGuru Group LTD), Warrant Agreement (Bridgetown 2 Holdings LTD), Warrant Agreement (Bridgetown 2 Holdings LTD)

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Issuance of Ordinary Shares on Exercise. As soon as practicable after the exercise of any the Warrant and the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a1(b)(i)(1)) but in no case less than three business days after), the Company shall issue to the Registered Holder of such Warrant a certificate book-entry position or certificates certificate, as applicable, for the number of Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or itit on the register of members of the Company, and if such this Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant Warrant, as applicable, for the number of shares as to which such this Warrant shall not have been exercised. Notwithstanding the foregoing, No Warrant shall be exercisable and the Company shall not be obligated to deliver any issue Ordinary Shares pursuant upon exercise of this Warrant unless the Ordinary Shares issuable upon this Warrant exercise have been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Holder. The Holder of this Warrant may exercise this Warrant only for a whole number of Ordinary Shares. If, by reason of any exercise of this Warrant on a “cashless basis,” the Holder would be entitled, upon the exercise of this Warrant, to receive a Warrant and fractional interest in an Ordinary Share, the Company shall have no obligation to settle such Warrant exercise unless a post-effective amendment round down to the Registration Statement or a new registration statement under nearest whole number, the Securities Act with respect number of Ordinary Shares to be issued to the Ordinary Shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s obligations under Section 7.4. In no event will the Company be required to net cash settle the Warrant exerciseHolder.

Appears in 1 contract

Samples: Ordinary Share Purchase Warrant (Captivision Inc.)

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