Common use of Raising of Capital in Connection with the Initial Business Combination Clause in Contracts

Raising of Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Common Stock, equity-linked securities or any other instrument that is convertible or exercisable into, or exchangeable for, Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $18.40 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds (including from such issuances, the Offering, the Forward Purchase Agreement and any interest thereon, net of redemptions) that are available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination, and (z) the volume-weighted average trading price of shares of Common Stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $18.40 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price. If at or prior to the initial Business Combination there is an adjustment to the Warrant Price pursuant to another provision in this Article 4, the $18.40 per share noted in the prior sentence shall be adjusted in the same manner.