Redemption of Warrants for Shares of Common Stock. Not less than all of the outstanding Warrants may be redeemed, at the option of the Company, commencing ninety (90) days after they are first exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant (the “Alternative Redemption Price”), provided that the last reported sales price of the Common Stock reported has been at least $10.00 per share (subject to adjustment in compliance with Section 4 hereof), on the trading day prior to the date on which notice of the redemption is given and provided that there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Common Stock) as the outstanding Public Warrants and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below). During the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to receive, in lieu of the Alternative Redemption Price, a number of shares of Common Stock per Warrant determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants) and the “Fair Market Value” (as such term is defined in subsection 3.3.1(b)) (a “Make-Whole Exercise”). 57 months 0.257 0.277 0.294 0.310 0.324 0.337 0.348 0.358 0.365 54 months 0.252 0.272 0.291 0.307 0.322 0.335 0.347 0.357 0.365 51 months 0.246 0.268 0.287 0.304 0.320 0.333 0.346 0.357 0.365 48 months 0.241 0.263 0.283 0.301 0.317 0.332 0.344 0.356 0.365 45 months 0.235 0.258 0.279 0.298 0.315 0.330 0.343 0.356 0.365 42 months 0.228 0.252 0.274 0.294 0.312 0.328 0.342 0.355 0.364 39 months 0.221 0.246 0.269 0.290 0.309 0.325 0.340 0.354 0.364 36 months 0.213 0.239 0.263 0.285 0.305 0.323 0.339 0.353 0.364 33 months 0.205 0.232 0.257 0.280 0.301 0.320 0.337 0.352 0.364 30 months 0.196 0.224 0.250 0.274 0.297 0.316 0.335 0.351 0.364 27 months 0.185 0.214 0.242 0.268 0.291 0.313 0.332 0.350 0.364 24 months 0.173 0.204 0.233 0.260 0.285 0.308 0.329 0.348 0.364 21 months 0.161 0.193 0.223 0.252 0.279 0.304 0.326 0.347 0.364 18 months 0.146 0.179 0.211 0.242 0.271 0.298 0.322 0.345 0.363 15 months 0.130 0.164 0.197 0.230 0.262 0.291 0.317 0.342 0.363 12 months 0.111 0.146 0.181 0.216 0.250 0.282 0.312 0.339 0.363 9 months 0.090 0.125 0.162 0.199 0.237 0.272 0.305 0.336 0.362 6 months 0.065 0.099 0.137 0.178 0.219 0.259 0.296 0.331 0.362 3 months 0.034 0.065 0.104 0.150 0.197 0.243 0.286 0.326 0.361 0 months — — 0.042 0.115 0.179 0.233 0.281 0.323 0.361 The exact Fair Market Value and Redemption Date (as defined below) may not be set forth in the table above, in which case, if the Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of shares of Common Stock to be issued for each Warrant exercised in a Make-Whole Exercise will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable. The stock prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant is adjusted pursuant to Section 4. The adjusted stock prices in the column headings shall equal the stock prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. The number of shares in the table above shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a Warrant.
Appears in 5 contracts
Samples: Warrant Agreement (Property Solutions Acquisition Corp. II), Warrant Agreement (Property Solutions Acquisition Corp. II), Warrant Agreement (Property Solutions Acquisition Corp. II)
Redemption of Warrants for Shares of Common Stock. Not less than all of the outstanding Warrants may be redeemed, at the option of the Company, commencing ninety (90) days after they are first exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant (the “Alternative Redemption Price”), provided that the last reported sales price of the Common Stock reported has been at least $10.00 per share (subject to adjustment in compliance with Section 4 hereof), on the trading day prior to the date on which notice of the redemption is given and provided that there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Common Stock) as the outstanding Public Warrants and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below). During the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to receive, in lieu of the Alternative Redemption Price, a number of shares of Common Stock per Warrant determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants) and the “Fair Market Value” (as such term is defined in subsection 3.3.1(b)) (a “Make-Whole Exercise”). 60 months 0.261 0.281 0.297 0.311 0.324 0.337 0.348 0.358 0.361 57 months 0.257 0.277 0.294 0.310 0.324 0.337 0.348 0.358 0.365 0.361 54 months 0.252 0.272 0.291 0.307 0.322 0.335 0.347 0.357 0.365 0.361 51 months 0.246 0.268 0.287 0.304 0.320 0.333 0.346 0.357 0.365 0.361 48 months 0.241 0.263 0.283 0.301 0.317 0.332 0.344 0.356 0.365 0.361 45 months 0.235 0.258 0.279 0.298 0.315 0.330 0.343 0.356 0.365 0.361 42 months 0.228 0.252 0.274 0.294 0.312 0.328 0.342 0.355 0.364 0.361 39 months 0.221 0.246 0.269 0.290 0.309 0.325 0.340 0.354 0.364 0.361 36 months 0.213 0.239 0.263 0.285 0.305 0.323 0.339 0.353 0.364 0.361 33 months 0.205 0.232 0.257 0.280 0.301 0.320 0.337 0.352 0.364 0.361 30 months 0.196 0.224 0.250 0.274 0.297 0.316 0.335 0.351 0.364 0.361 27 months 0.185 0.214 0.242 0.268 0.291 0.313 0.332 0.350 0.364 0.361 24 months 0.173 0.204 0.233 0.260 0.285 0.308 0.329 0.348 0.364 0.361 21 months 0.161 0.193 0.223 0.252 0.279 0.304 0.326 0.347 0.364 0.361 18 months 0.146 0.179 0.211 0.242 0.271 0.298 0.322 0.345 0.363 0.361 15 months 0.130 0.164 0.197 0.230 0.262 0.291 0.317 0.342 0.363 0.361 12 months 0.111 0.146 0.181 0.216 0.250 0.282 0.312 0.339 0.363 0.361 9 months 0.090 0.125 0.162 0.199 0.237 0.272 0.305 0.336 0.362 0.361 6 months 0.065 0.099 0.137 0.178 0.219 0.259 0.296 0.331 0.362 0.361 3 months 0.034 0.065 0.104 0.150 0.197 0.243 0.286 0.326 0.361 0 months — — 0.042 0.115 0.179 0.233 0.281 0.323 0.361 The exact Fair Market Value and Redemption Date (as defined below) may not be set forth in the table above, in which case, if the Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of shares of Common Stock to be issued for each Warrant exercised in a Make-Whole Exercise will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable. The stock prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant is adjusted pursuant to Section 4. The adjusted stock prices in the column headings shall equal the stock prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. The number of shares in the table above shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a Warrant.
Appears in 5 contracts
Samples: Warrant Agreement (Big Sky Growth Partners, Inc.), Warrant Agreement (Big Sky Growth Partners, Inc.), Warrant Agreement (Big Sky Growth Partners, Inc.)
Redemption of Warrants for Shares of Common Stock. Not less than all of the outstanding Warrants may be redeemed, at the option of the Company, commencing ninety (90) days after they are first exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant (the “Alternative Redemption Price”), provided that the last reported sales price of the Common Stock reported has been at least $10.00 per share (subject to adjustment in compliance with Section 4 hereof), on the trading day prior to the date on which notice of the redemption is given and provided that there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Common Stock) as the outstanding Public Warrants and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below). During the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to receive, in lieu of the Alternative Redemption Price, a number of shares of Common Stock per Warrant determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants) and the “Fair Market Value” (as such term is defined in subsection 3.3.1(b)) (a “Make-Whole Exercise”). Redemption Date (period to expiration of warrants) ≤$10.00 $11.00 $12.00 $13.00 $14.00 $15.00 $16.00 $17.00 $18.00 60 months 0.261 0.281 0.297 0.311 0.324 0.337 0.348 0.358 0.361 57 months 0.257 0.277 0.294 0.310 0.324 0.337 0.348 0.358 0.365 0.361 54 months 0.252 0.272 0.291 0.307 0.322 0.335 0.347 0.357 0.365 0.361 51 months 0.246 0.268 0.287 0.304 0.320 0.333 0.346 0.357 0.365 0.361 48 months 0.241 0.263 0.283 0.301 0.317 0.332 0.344 0.356 0.365 0.361 45 months 0.235 0.258 0.279 0.298 0.315 0.330 0.343 0.356 0.365 0.361 42 months 0.228 0.252 0.274 0.294 0.312 0.328 0.342 0.355 0.364 0.361 39 months 0.221 0.246 0.269 0.290 0.309 0.325 0.340 0.354 0.364 0.361 36 months 0.213 0.239 0.263 0.285 0.305 0.323 0.339 0.353 0.364 0.361 33 months 0.205 0.232 0.257 0.280 0.301 0.320 0.337 0.352 0.364 0.361 30 months 0.196 0.224 0.250 0.274 0.297 0.316 0.335 0.351 0.364 0.361 27 months 0.185 0.214 0.242 0.268 0.291 0.313 0.332 0.350 0.364 0.361 24 months 0.173 0.204 0.233 0.260 0.285 0.308 0.329 0.348 0.364 0.361 21 months 0.161 0.193 0.223 0.252 0.279 0.304 0.326 0.347 0.364 0.361 18 months 0.146 0.179 0.211 0.242 0.271 0.298 0.322 0.345 0.363 0.361 15 months 0.130 0.164 0.197 0.230 0.262 0.291 0.317 0.342 0.363 0.361 12 months 0.111 0.146 0.181 0.216 0.250 0.282 0.312 0.339 0.363 0.361 9 months 0.090 0.125 0.162 0.199 0.237 0.272 0.305 0.336 0.362 0.361 6 months 0.065 0.099 0.137 0.178 0.219 0.259 0.296 0.331 0.362 0.361 3 months 0.034 0.065 0.104 0.150 0.197 0.243 0.286 0.326 0.361 0 months — — 0.042 0.115 0.179 0.233 0.281 0.323 0.361 The exact Fair Market Value and Redemption Date (as defined below) may not be set forth in the table above, in which case, if the Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of shares of Common Stock to be issued for each Warrant exercised in a Make-Whole Exercise will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable. The stock prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant is adjusted pursuant to Section 4. The adjusted stock prices in the column headings shall equal the stock prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. The number of shares in the table above shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a Warrant.0.361
Appears in 5 contracts
Samples: Warrant Agreement (Colicity Inc.), Warrant Agreement (Colicity Inc.), Warrant Agreement (Colicity Inc.)
Redemption of Warrants for Shares of Common Stock. Not Subject to Section 6.6 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, commencing ninety (90) days after they are first exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price price equal to a number of $0.10 per Warrant shares of Common Stock determined by reference to the table below, based on the redemption date (calculated for purposes of the table as the period to expiration of the Warrants) and the “Fair Market Value” (as such term is defined in subsection 3.3.1(b)) (the “Alternative Redemption Price”), provided that the last reported sales price of the shares of Common Stock reported has been at least $10.00 per share (subject to adjustment in compliance with Section 4 hereof), on the trading day prior to the date on which notice of the redemption is given and provided that there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Common Stock) as the outstanding Public Warrants and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below). During ) or the 30-day Redemption Period in connection with a redemption pursuant Company has elected to this Section 6.2, Registered Holders require the exercise of the Warrants may elect on a “cashless basis” pursuant to receivesubsection 3.3.1, in lieu of provided that the Alternative Redemption Price, a Private Placement Warrants shall be concurrently exchanged at the same price (equal to the number of shares of Common Stock per Warrant determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table Stock) as the period to expiration of the Public Warrants) and the “Fair Market Value” (as such term is defined in subsection 3.3.1(b)) (a “Make-Whole Exercise”). 57 months 0.257 0.277 0.294 0.310 0.324 0.337 0.348 0.358 0.365 54 months 0.252 0.272 0.291 0.307 0.322 0.335 0.347 0.357 0.365 51 months 0.246 0.268 0.287 0.304 0.320 0.333 0.346 0.357 0.365 48 months 0.241 0.263 0.283 0.301 0.317 0.332 0.344 0.356 0.365 45 months 0.235 0.258 0.279 0.298 0.315 0.330 0.343 0.356 0.365 42 months 0.228 0.252 0.274 0.294 0.312 0.328 0.342 0.355 0.364 39 months 0.221 0.246 0.269 0.290 0.309 0.325 0.340 0.354 0.364 36 months 0.213 0.239 0.263 0.285 0.305 0.323 0.339 0.353 0.364 33 months 0.205 0.232 0.257 0.280 0.301 0.320 0.337 0.352 0.364 30 months 0.196 0.224 0.250 0.274 0.297 0.316 0.335 0.351 0.364 27 months 0.185 0.214 0.242 0.268 0.291 0.313 0.332 0.350 0.364 24 months 0.173 0.204 0.233 0.260 0.285 0.308 0.329 0.348 0.364 21 months 0.161 0.193 0.223 0.252 0.279 0.304 0.326 0.347 0.364 18 months 0.146 0.179 0.211 0.242 0.271 0.298 0.322 0.345 0.363 15 months 0.130 0.164 0.197 0.230 0.262 0.291 0.317 0.342 0.363 12 months 0.111 0.146 0.181 0.216 0.250 0.282 0.312 0.339 0.363 9 months 0.090 0.125 0.162 0.199 0.237 0.272 0.305 0.336 0.362 6 months 0.065 0.099 0.137 0.178 0.219 0.259 0.296 0.331 0.362 3 months 0.034 0.065 0.104 0.150 0.197 0.243 0.286 0.326 0.361 0 months — — 0.042 0.115 0.179 0.233 0.281 0.323 0.361 The exact Fair Market Value and Redemption Date (as defined below) may not be set forth in the table above, in which case, if the Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of shares of Common Stock to be issued for each Warrant exercised in a Make-Whole Exercise redeemed will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable. The stock prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant is adjusted pursuant to Section 4. The adjusted stock prices in the column headings shall equal the stock prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. The number of shares in the table above shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a Warrant.
Appears in 4 contracts
Samples: Warrant Agreement (DiamondPeak Holdings Corp.), Warrant Agreement (DiamondPeak Holdings Corp.), Warrant Agreement (DiamondPeak Holdings Corp.)
Redemption of Warrants for Shares of Common Stock. Not Subject to Sections 6.5 and 6.6 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, commencing ninety (90) days after they are first exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price price equal to a number of $0.10 per Warrant shares of Common Stock determined by reference to the table below, based on the redemption date (calculated for purposes of the table as the period to expiration of the Warrants) and the “Fair Market Value” (as such term is defined in subsection 3.3.1(b)) (the “Alternative Redemption Price”), provided that the last reported sales price of the shares of Common Stock reported has been at least $10.00 per share (subject to adjustment in compliance with Section 4 hereof), on the trading day prior to the date on which notice of the redemption is given and provided that there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Common Stock) as the outstanding Public Warrants and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below). During ) or the 30-day Redemption Period in connection with a redemption pursuant Company has elected to this Section 6.2, Registered Holders require the exercise of the Warrants may elect to receive, in lieu of the Alternative Redemption Price, a number of shares of Common Stock per Warrant determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants) and the “Fair Market Value” (as such term is defined in subsection 3.3.1(b)) (a “Make-Whole Exercise”)cashless basis” pursuant to subsection 3.3.1. 57 months 0.257 0.277 0.294 0.310 0.324 0.337 0.348 0.358 0.365 54 months 0.252 0.272 0.291 0.307 0.322 0.335 0.347 0.357 0.365 51 months 0.246 0.268 0.287 0.304 0.320 0.333 0.346 0.357 0.365 48 months 0.241 0.263 0.283 0.301 0.317 0.332 0.344 0.356 0.365 45 months 0.235 0.258 0.279 0.298 0.315 0.330 0.343 0.356 0.365 42 months 0.228 0.252 0.274 0.294 0.312 0.328 0.342 0.355 0.364 39 months 0.221 0.246 0.269 0.290 0.309 0.325 0.340 0.354 0.364 36 months 0.213 0.239 0.263 0.285 0.305 0.323 0.339 0.353 0.364 33 months 0.205 0.232 0.257 0.280 0.301 0.320 0.337 0.352 0.364 30 months 0.196 0.224 0.250 0.274 0.297 0.316 0.335 0.351 0.364 27 months 0.185 0.214 0.242 0.268 0.291 0.313 0.332 0.350 0.364 24 months 0.173 0.204 0.233 0.260 0.285 0.308 0.329 0.348 0.364 21 months 0.161 0.193 0.223 0.252 0.279 0.304 0.326 0.347 0.364 18 months 0.146 0.179 0.211 0.242 0.271 0.298 0.322 0.345 0.363 15 months 0.130 0.164 0.197 0.230 0.262 0.291 0.317 0.342 0.363 12 months 0.111 0.146 0.181 0.216 0.250 0.282 0.312 0.339 0.363 9 months 0.090 0.125 0.162 0.199 0.237 0.272 0.305 0.336 0.362 6 months 0.065 0.099 0.137 0.178 0.219 0.259 0.296 0.331 0.362 3 months 0.034 0.065 0.104 0.150 0.197 0.243 0.286 0.326 0.361 0 months — — 0.042 0.115 0.179 0.233 0.281 0.323 0.361 The exact Fair Market Value and Redemption Date (as defined below) may not be set forth in the table above, in which case, if the Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of shares of Common Stock to be issued for each Warrant exercised in a Make-Whole Exercise redeemed will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable. The stock prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant is adjusted pursuant to Section 4. The adjusted stock prices in the column headings shall equal the stock prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. The number of shares in the table above shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a Warrant.
Appears in 3 contracts
Samples: Warrant Agreement (Vertiv Holdings Co), Warrant Agreement (GS Acquisition Holdings Corp), Warrant Agreement (GS Acquisition Holdings Corp)
Redemption of Warrants for Shares of Common Stock. Not less than all of the outstanding Warrants may be redeemed, at the option of the Company, commencing ninety (90) days after they are first exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant (the “Alternative Redemption Price”), provided that the last reported sales price of the Common Stock reported has been at least $10.00 per share (subject to adjustment in compliance with Section 4 hereof), on the trading day prior to the date on which notice of the redemption is given and provided that there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Common Stock) as the outstanding Public Warrants and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below). During the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to receive, in lieu of the Alternative Redemption Price, a number of shares of Common Stock per Warrant determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants) and the “Fair Market Value” (as such term is defined in subsection 3.3.1(b)) (a “Make-Whole Exercise”). Redemption Date (period to expiration of warrants) £$10.00 $11.00 $12.00 $13.00 $14.00 $15.00 $16.00 $17.00 $18.00 57 months 0.257 0.277 0.294 0.310 0.324 0.337 0.348 0.358 0.365 54 months 0.252 0.272 0.291 0.307 0.322 0.335 0.347 0.357 0.365 51 months 0.246 0.268 0.287 0.304 0.320 0.333 0.346 0.357 0.365 48 months 0.241 0.263 0.283 0.301 0.317 0.332 0.344 0.356 0.365 45 months 0.235 0.258 0.279 0.298 0.315 0.330 0.343 0.356 0.365 42 months 0.228 0.252 0.274 0.294 0.312 0.328 0.342 0.355 0.364 39 months 0.221 0.246 0.269 0.290 0.309 0.325 0.340 0.354 0.364 36 months 0.213 0.239 0.263 0.285 0.305 0.323 0.339 0.353 0.364 33 months 0.205 0.232 0.257 0.280 0.301 0.320 0.337 0.352 0.364 30 months 0.196 0.224 0.250 0.274 0.297 0.316 0.335 0.351 0.364 27 months 0.185 0.214 0.242 0.268 0.291 0.313 0.332 0.350 0.364 24 months 0.173 0.204 0.233 0.260 0.285 0.308 0.329 0.348 0.364 21 months 0.161 0.193 0.223 0.252 0.279 0.304 0.326 0.347 0.364 18 months 0.146 0.179 0.211 0.242 0.271 0.298 0.322 0.345 0.363 15 months 0.130 0.164 0.197 0.230 0.262 0.291 0.317 0.342 0.363 12 months 0.111 0.146 0.181 0.216 0.250 0.282 0.312 0.339 0.363 9 months 0.090 0.125 0.162 0.199 0.237 0.272 0.305 0.336 0.362 6 months 0.065 0.099 0.137 0.178 0.219 0.259 0.296 0.331 0.362 3 months 0.034 0.065 0.104 0.150 0.197 0.243 0.286 0.326 0.361 0 months — — 0.042 0.115 0.179 0.233 0.281 0.323 0.361 The exact Fair Market Value and Redemption Date (as defined below) may not be set forth in the table above, in which case, if the Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of shares of Common Stock to be issued for each Warrant exercised in a Make-Whole Exercise will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable. The stock prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant is adjusted pursuant to Section 4. The adjusted stock prices in the column headings shall equal the stock prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. The number of shares in the table above shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a Warrant.
Appears in 2 contracts
Samples: Warrant Agreement (dMY Technology Group, Inc.), Warrant Agreement (dMY Technology Group, Inc.)
Redemption of Warrants for Shares of Common Stock. Not Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, commencing ninety (90) days after they are first exercisable and prior to their expirationat any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant (the “Alternative Redemption Price”)Warrant, provided that the last reported sales price of the Common Stock reported has been at least Reference Value equals or exceeds $10.00 per share (subject to adjustment in compliance with Section 4 hereof), on the trading day prior to the date on which notice of the redemption is given and provided that there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Common Stock) as the outstanding Public Warrants and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below). During the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to receive, in lieu of the Alternative Redemption Price, exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number of shares of Common Stock per Warrant determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants) and the “Redemption Fair Market Value” (as such term is defined in subsection 3.3.1(b)this Section 6.2) (a “Make-Whole Exercise”). Solely for purposes of this Section 6.2, the “Redemption Fair Market Value” shall mean the volume weighted average price of the shares of Common Stock for the ten (10) trading days immediately following the date on which notice of redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection with any redemption pursuant to this Section 6.2, the Company shall provide the Registered Holders with the Redemption Fair Market Value no later than one (1) Business Day after the ten (10) trading day period described above ends. 60 months 0.261 0.281 0.297 0.311 0.324 0.337 0.348 0.358 0.361 57 months 0.257 0.277 0.294 0.310 0.324 0.337 0.348 0.358 0.365 0.361 54 months 0.252 0.272 0.291 0.307 0.322 0.335 0.347 0.357 0.365 0.361 51 months 0.246 0.268 0.287 0.304 0.320 0.333 0.346 0.357 0.365 0.361 48 months 0.241 0.263 0.283 0.301 0.317 0.332 0.344 0.356 0.365 0.361 45 months 0.235 0.258 0.279 0.298 0.315 0.330 0.343 0.356 0.365 0.361 42 months 0.228 0.252 0.274 0.294 0.312 0.328 0.342 0.355 0.364 0.361 39 months 0.221 0.246 0.269 0.290 0.309 0.325 0.340 0.354 0.364 0.361 36 months 0.213 0.239 0.263 0.285 0.305 0.323 0.339 0.353 0.364 0.361 33 months 0.205 0.232 0.257 0.280 0.301 0.320 0.337 0.352 0.364 0.361 30 months 0.196 0.224 0.250 0.274 0.297 0.316 0.335 0.351 0.364 0.361 27 months 0.185 0.214 0.242 0.268 0.291 0.313 0.332 0.350 0.364 0.361 24 months 0.173 0.204 0.233 0.260 0.285 0.308 0.329 0.348 0.364 0.361 21 months 0.161 0.193 0.223 0.252 0.279 0.304 0.326 0.347 0.364 0.361 18 months 0.146 0.179 0.211 0.242 0.271 0.298 0.322 0.345 0.363 0.361 15 months 0.130 0.164 0.197 0.230 0.262 0.291 0.317 0.342 0.363 0.361 12 months 0.111 0.146 0.181 0.216 0.250 0.282 0.312 0.339 0.363 0.361 9 months 0.090 0.125 0.162 0.199 0.237 0.272 0.305 0.336 0.362 0.361 6 months 0.065 0.099 0.137 0.178 0.219 0.259 0.296 0.331 0.362 0.361 3 months 0.034 0.065 0.104 0.150 0.197 0.243 0.286 0.326 0.361 0 months — — 0.042 0.115 0.179 0.233 0.281 0.323 0.361 The exact Redemption Fair Market Value and Redemption Date (as defined below) may not be set forth in the table above, in which case, if the Redemption Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of shares of Common Stock to be issued for each Warrant exercised in a Make-Whole Exercise will shall be determined by a straight-line interpolation between the number of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable. The stock share prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant or the Warrant Price is adjusted pursuant to Section 44 hereof. The If the number of shares issuable upon exercise of a Warrant is adjusted stock pursuant to Section 4 hereof, the adjusted share prices in the column headings shall equal the stock share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. The number of shares in the table above shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a Warrant.. If the Warrant Price of a warrant is adjusted, (a) in the case of an adjustment pursuant to Section 4.4 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to Section 4.1.2 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment less the decrease in the Warrant Price pursuant to such Warrant Price adjustment. In no event shall the number of shares issued in connection with a Make-Whole Exercise exceed 0.361 shares of Common Stock per Warrant (subject to adjustment)
Appears in 2 contracts
Samples: Warrant Agreement (AMCI Acquisition Corp. II), Warrant Agreement (AMCI Acquisition Corp. II)
Redemption of Warrants for Shares of Common Stock. Not Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, commencing ninety (90) days after they are first exercisable and prior to their expirationat any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant (the “Alternative Redemption Price”)Warrant, provided that the last reported sales price of the Common Stock reported has been at least Reference Value equals or exceeds $10.00 per share (subject to adjustment in compliance with Section 4 hereof), on the trading day prior to the date on which notice of the redemption is given and provided that there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Common Stock) as the outstanding Public Warrants and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below). During the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to receive, in lieu of the Alternative Redemption Price, exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number of shares of Common Stock per Warrant determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants) and the “Redemption Fair Market Value” (as such term is defined in subsection 3.3.1(b)this Section 6.2) (a “Make-Whole Exercise”). Solely for purposes of this Section 6.2, the “Redemption Fair Market Value” shall mean the volume weighted average price of the shares of Common Stock for the ten (10) trading days immediately following the date on which notice of redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection with any redemption pursuant to this Section 6.2, the Company shall provide the Registered Holders with the Redemption Fair Market Value no later than one (1) Business Day after the ten (10) trading day period described above ends. £$10.00 $11.00 $12.00 $13.00 $14.00 $15.00 $16.00 $17.00 ³$18.00 60 months 0.261 0.281 0.297 0.311 0.324 0.337 0.348 0.358 0.361 57 months 0.257 0.277 0.294 0.310 0.324 0.337 0.348 0.358 0.365 0.361 54 months 0.252 0.272 0.291 0.307 0.322 0.335 0.347 0.357 0.365 0.361 51 months 0.246 0.268 0.287 0.304 0.320 0.333 0.346 0.357 0.365 0.361 48 months 0.241 0.263 0.283 0.301 0.317 0.332 0.344 0.356 0.365 0.361 45 months 0.235 0.258 0.279 0.298 0.315 0.330 0.343 0.356 0.365 0.361 42 months 0.228 0.252 0.274 0.294 0.312 0.328 0.342 0.355 0.364 0.361 39 months 0.221 0.246 0.269 0.290 0.309 0.325 0.340 0.354 0.364 0.361 36 months 0.213 0.239 0.263 0.285 0.305 0.323 0.339 0.353 0.364 0.361 33 months 0.205 0.232 0.257 0.280 0.301 0.320 0.337 0.352 0.364 0.361 30 months 0.196 0.224 0.250 0.274 0.297 0.316 0.335 0.351 0.364 0.361 27 months 0.185 0.214 0.242 0.268 0.291 0.313 0.332 0.350 0.364 0.361 24 months 0.173 0.204 0.233 0.260 0.285 0.308 0.329 0.348 0.364 0.361 21 months 0.161 0.193 0.223 0.252 0.279 0.304 0.326 0.347 0.364 0.361 18 months 0.146 0.179 0.211 0.242 0.271 0.298 0.322 0.345 0.363 0.361 15 months 0.130 0.164 0.197 0.230 0.262 0.291 0.317 0.342 0.363 0.361 12 months 0.111 0.146 0.181 0.216 0.250 0.282 0.312 0.339 0.363 0.361 9 months 0.090 0.125 0.162 0.199 0.237 0.272 0.305 0.336 0.362 0.361 6 months 0.065 0.099 0.137 0.178 0.219 0.259 0.296 0.331 0.362 0.361 3 months 0.034 0.065 0.104 0.150 0.197 0.243 0.286 0.326 0.361 0 months — — 0.042 0.115 0.179 0.233 0.281 0.323 0.361 The exact Redemption Fair Market Value and Redemption Date (as defined below) may not be set forth in the table above, in which case, if the Redemption Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of shares of Common Stock to be issued for each Warrant exercised in a Make-Whole Exercise will shall be determined by a straight-line interpolation between the number of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable. The stock share prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant or the Warrant Price is adjusted pursuant to Section 44 hereof. The If the number of shares issuable upon exercise of a Warrant is adjusted stock pursuant to Section 4 hereof, the adjusted share prices in the column headings shall equal the stock share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. The number of shares in the table above shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a Warrant. If the Warrant Price of a Warrant is adjusted, (a) in the case of an adjustment pursuant to Section 4.4 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to Section 4.1.2 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment less the decrease in the Warrant Price pursuant to such Warrant Price adjustment. In no event shall the number of shares issued in connection with a Make-Whole Exercise exceed 0.361 shares of Common Stock per Warrant (subject to adjustment).
Appears in 2 contracts
Samples: Warrant Agreement (Mason Industrial Technology, Inc.), Warrant Agreement (Mason Industrial Technology, Inc.)
Redemption of Warrants for Shares of Common Stock. Not Subject to Section 6.6 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, commencing ninety (90) days after they are first exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price price equal to a number of $0.10 per Warrant shares of Common Stock determined by reference to the table below, based on the redemption date (calculated for purposes of the table as the period to expiration of the Warrants) and the “Fair Market Value” (as such term is defined in subsection 3.3.1(b)) (the “Alternative Redemption Price”), provided that the last reported sales closing price of the shares of Common Stock reported has been at least $10.00 per share (subject to adjustment in compliance with Section 4 hereof), on the trading day prior to the date on which notice of the redemption is given and provided that there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Common Stock) as the outstanding Public Warrants and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below). During ) or the 30-day Redemption Period in connection with a redemption pursuant Company has elected to this Section 6.2, Registered Holders require the exercise of the Warrants may elect on a “cashless basis” pursuant to receivesubsection 3.3.1, in lieu of provided that the Alternative Redemption Price, a Private Placement Warrants shall be concurrently exchanged at the same price (equal to the number of shares of Common Stock per Warrant determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table Stock) as the period to expiration of the Public Warrants) and the “Fair Market Value” (as such term is defined in subsection 3.3.1(b)) (a “Make-Whole Exercise”). 57 months 0.257 0.277 0.294 0.310 0.324 0.337 0.348 0.358 0.365 54 months 0.252 0.272 0.291 0.307 0.322 0.335 0.347 0.357 0.365 51 months 0.246 0.268 0.287 0.304 0.320 0.333 0.346 0.357 0.365 48 months 0.241 0.263 0.283 0.301 0.317 0.332 0.344 0.356 0.365 45 months 0.235 0.258 0.279 0.298 0.315 0.330 0.343 0.356 0.365 42 months 0.228 0.252 0.274 0.294 0.312 0.328 0.342 0.355 0.364 39 months 0.221 0.246 0.269 0.290 0.309 0.325 0.340 0.354 0.364 36 months 0.213 0.239 0.263 0.285 0.305 0.323 0.339 0.353 0.364 33 months 0.205 0.232 0.257 0.280 0.301 0.320 0.337 0.352 0.364 30 months 0.196 0.224 0.250 0.274 0.297 0.316 0.335 0.351 0.364 27 months 0.185 0.214 0.242 0.268 0.291 0.313 0.332 0.350 0.364 24 months 0.173 0.204 0.233 0.260 0.285 0.308 0.329 0.348 0.364 21 months 0.161 0.193 0.223 0.252 0.279 0.304 0.326 0.347 0.364 18 months 0.146 0.179 0.211 0.242 0.271 0.298 0.322 0.345 0.363 15 months 0.130 0.164 0.197 0.230 0.262 0.291 0.317 0.342 0.363 12 months 0.111 0.146 0.181 0.216 0.250 0.282 0.312 0.339 0.363 9 months 0.090 0.125 0.162 0.199 0.237 0.272 0.305 0.336 0.362 6 months 0.065 0.099 0.137 0.178 0.219 0.259 0.296 0.331 0.362 3 months 0.034 0.065 0.104 0.150 0.197 0.243 0.286 0.326 0.361 0 months — — 0.042 0.115 0.179 0.233 0.281 0.323 0.361 The exact Fair Market Value and Redemption Date (as defined below) may not be set forth in the table above, in which case, if the Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of shares of Common Stock to be issued for each Warrant exercised in a Make-Whole Exercise redeemed will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable. The stock prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant is adjusted pursuant to Section 4. The adjusted stock prices in the column headings shall equal the stock prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. The number of shares in the table above shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a Warrant.
Appears in 1 contract
Samples: Warrant Agreement (Diamond Eagle Acquisition Corp. \ DE)
Redemption of Warrants for Shares of Common Stock. Not Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, commencing ninety (90) days after they are first exercisable and prior to their expirationat any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant (the “Alternative Redemption Price”)Warrant, provided that the last reported sales price of the Common Stock reported has been at least Reference Value equals or exceeds $10.00 per share (subject to adjustment in compliance with Section 4 hereof), on the trading day prior to the date on which notice of the redemption is given and provided that there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Common Stock) as the outstanding Public Warrants and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below). During the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to receive, in lieu of the Alternative Redemption Price, exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number of shares of Common Stock per Warrant determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants) and the “Redemption Fair Market Value” (as such term is defined in subsection 3.3.1(b)this Section 6.2) (a “Make-Whole Exercise”). Solely for purposes of this Section 6.2, the “Redemption Fair Market Value” shall mean the volume weighted average price of the shares of Common Stock for the ten (10) trading days immediately following the date on which notice of redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection with any redemption pursuant to this Section 6.2, the Company shall provide the Registered Holders with the Redemption Fair Market Value no later than one (1) Business Day after the ten (10) trading day period described above ends. Redemption Date £$10.00 $11.00 $12.00 $13.00 $14.00 $15.00 $16.00 $17.00 ³$18.00 60 months 0.261 0.281 0.297 0.311 0.324 0.337 0.348 0.358 0.361 57 months 0.257 0.277 0.294 0.310 0.324 0.337 0.348 0.358 0.365 0.361 54 months 0.252 0.272 0.291 0.307 0.322 0.335 0.347 0.357 0.365 0.361 51 months 0.246 0.268 0.287 0.304 0.320 0.333 0.346 0.357 0.365 0.361 48 months 0.241 0.263 0.283 0.301 0.317 0.332 0.344 0.356 0.365 0.361 45 months 0.235 0.258 0.279 0.298 0.315 0.330 0.343 0.356 0.365 0.361 42 months 0.228 0.252 0.274 0.294 0.312 0.328 0.342 0.355 0.364 0.361 39 months 0.221 0.246 0.269 0.290 0.309 0.325 0.340 0.354 0.364 0.361 Redemption Date £$10.00 $11.00 $12.00 $13.00 $14.00 $15.00 $16.00 $17.00 ³$18.00 36 months 0.213 0.239 0.263 0.285 0.305 0.323 0.339 0.353 0.364 0.361 33 months 0.205 0.232 0.257 0.280 0.301 0.320 0.337 0.352 0.364 0.361 30 months 0.196 0.224 0.250 0.274 0.297 0.316 0.335 0.351 0.364 0.361 27 months 0.185 0.214 0.242 0.268 0.291 0.313 0.332 0.350 0.364 0.361 24 months 0.173 0.204 0.233 0.260 0.285 0.308 0.329 0.348 0.364 0.361 21 months 0.161 0.193 0.223 0.252 0.279 0.304 0.326 0.347 0.364 0.361 18 months 0.146 0.179 0.211 0.242 0.271 0.298 0.322 0.345 0.363 0.361 15 months 0.130 0.164 0.197 0.230 0.262 0.291 0.317 0.342 0.363 0.361 12 months 0.111 0.146 0.181 0.216 0.250 0.282 0.312 0.339 0.363 0.361 9 months 0.090 0.125 0.162 0.199 0.237 0.272 0.305 0.336 0.362 0.361 6 months 0.065 0.099 0.137 0.178 0.219 0.259 0.296 0.331 0.362 0.361 3 months 0.034 0.065 0.104 0.150 0.197 0.243 0.286 0.326 0.361 0 months — — 0.042 0.115 0.179 0.233 0.281 0.323 0.361 The exact Redemption Fair Market Value and Redemption Date (as defined below) may not be set forth in the table above, in which case, if the Redemption Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of shares of Common Stock to be issued for each Warrant exercised in a Make-Whole Exercise will shall be determined by a straight-line interpolation between the number of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable. The stock share prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant or the Warrant Price is adjusted pursuant to Section 44 hereof. The If the number of shares issuable upon exercise of a Warrant is adjusted stock pursuant to Section 4 hereof, the adjusted share prices in the column headings shall equal the stock share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. The number of shares in the table above shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a Warrant.. If the Warrant Price of a warrant is adjusted, (a) in the case of an adjustment pursuant to Section 4.4 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to Section 4.1.2 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment less the decrease in the Warrant Price pursuant to such Warrant Price adjustment. In no event shall the number of shares issued in connection with a Make-Whole Exercise exceed 0.361 shares of Common Stock per Warrant (subject to adjustment)
Appears in 1 contract
Redemption of Warrants for Shares of Common Stock. Not less than all of the outstanding Warrants may be redeemed, at the option of the Company, commencing ninety (90) days after they are first exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant (the “Alternative Redemption Price”), provided that the last reported sales price of the Common Stock reported has been at least $10.00 per share (subject to adjustment in compliance with Section 4 hereof), on the trading day prior to the date on which notice of the redemption is given and provided that there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Common Stock) as the outstanding Public Warrants and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below). During the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to receive, in lieu of the Alternative Redemption Price, a number of shares of Common Stock per Warrant determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants) and the “Fair Market Value” (as such term is defined in subsection 3.3.1(b)) (a “Make-Whole Exercise”). warrants) ≤$10.00 $11.00 $12.00 $13.00 $14.00 $15.00 $16.00 $17.00 $18.00 57 months 0.257 0.277 0.294 0.310 0.324 0.337 0.348 0.358 0.365 54 months 0.252 0.272 0.291 0.307 0.322 0.335 0.347 0.357 0.365 51 months 0.246 0.268 0.287 0.304 0.320 0.333 0.346 0.357 0.365 48 months 0.241 0.263 0.283 0.301 0.317 0.332 0.344 0.356 0.365 45 months 0.235 0.258 0.279 0.298 0.315 0.330 0.343 0.356 0.365 42 months 0.228 0.252 0.274 0.294 0.312 0.328 0.342 0.355 0.364 39 months 0.221 0.246 0.269 0.290 0.309 0.325 0.340 0.354 0.364 36 months 0.213 0.239 0.263 0.285 0.305 0.323 0.339 0.353 0.364 33 months 0.205 0.232 0.257 0.280 0.301 0.320 0.337 0.352 0.364 30 months 0.196 0.224 0.250 0.274 0.297 0.316 0.335 0.351 0.364 27 months 0.185 0.214 0.242 0.268 0.291 0.313 0.332 0.350 0.364 24 months 0.173 0.204 0.233 0.260 0.285 0.308 0.329 0.348 0.364 21 months 0.161 0.193 0.223 0.252 0.279 0.304 0.326 0.347 0.364 18 months 0.146 0.179 0.211 0.242 0.271 0.298 0.322 0.345 0.363 15 months 0.130 0.164 0.197 0.230 0.262 0.291 0.317 0.342 0.363 12 months 0.111 0.146 0.181 0.216 0.250 0.282 0.312 0.339 0.363 9 months 0.090 0.125 0.162 0.199 0.237 0.272 0.305 0.336 0.362 6 months 0.065 0.099 0.137 0.178 0.219 0.259 0.296 0.331 0.362 3 months 0.034 0.065 0.104 0.150 0.197 0.243 0.286 0.326 0.361 0 months — — 0.042 0.115 0.179 0.233 0.281 0.323 0.361 The exact Fair Market Value and Redemption Date (as defined below) may not be set forth in the table above, in which case, if the Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of shares of Common Stock to be issued for each Warrant exercised in a Make-Whole Exercise will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable. The stock prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant is adjusted pursuant to Section 4. The adjusted stock prices in the column headings shall equal the stock prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. The number of shares in the table above shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a Warrant.
Appears in 1 contract
Samples: Warrant Agreement (DFP Healthcare Acquisitions Corp.)
Redemption of Warrants for Shares of Common Stock. Not less than all of the outstanding Warrants may be redeemed, at the option of the Company, commencing ninety (90) days after they are first exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant (the “Alternative Redemption Price”), provided that the last reported sales price of the Common Stock reported has been at least $10.00 per share (subject to adjustment in compliance with Section 4 hereof), on the trading day prior to the date on which notice of the redemption is given and provided that there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Common Stock) as the outstanding Public Warrants and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below). During the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to receive, in lieu of the Alternative Redemption Price, a number of shares of Common Stock per Warrant determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants) and the “Fair Market Value” (as such term is defined in subsection 3.3.1(b)) (a “Make-Whole Exercise”). to expiration of warrants) ≤$10.00 $11.00 $12.00 $13.00 $14.00 $15.00 $16.00 $17.00 $18.00 60 months 0.261 0.281 0.297 0.311 0.324 0.337 0.348 0.358 0.361 57 months 0.257 0.277 0.294 0.310 0.324 0.337 0.348 0.358 0.365 0.361 54 months 0.252 0.272 0.291 0.307 0.322 0.335 0.347 0.357 0.365 0.361 51 months 0.246 0.268 0.287 0.304 0.320 0.333 0.346 0.357 0.365 0.361 48 months 0.241 0.263 0.283 0.301 0.317 0.332 0.344 0.356 0.365 0.361 45 months 0.235 0.258 0.279 0.298 0.315 0.330 0.343 0.356 0.365 0.361 42 months 0.228 0.252 0.274 0.294 0.312 0.328 0.342 0.355 0.364 0.361 39 months 0.221 0.246 0.269 0.290 0.309 0.325 0.340 0.354 0.364 0.361 36 months 0.213 0.239 0.263 0.285 0.305 0.323 0.339 0.353 0.364 0.361 33 months 0.205 0.232 0.257 0.280 0.301 0.320 0.337 0.352 0.364 0.361 30 months 0.196 0.224 0.250 0.274 0.297 0.316 0.335 0.351 0.364 0.361 27 months 0.185 0.214 0.242 0.268 0.291 0.313 0.332 0.350 0.364 0.361 24 months 0.173 0.204 0.233 0.260 0.285 0.308 0.329 0.348 0.364 0.361 21 months 0.161 0.193 0.223 0.252 0.279 0.304 0.326 0.347 0.364 0.361 18 months 0.146 0.179 0.211 0.242 0.271 0.298 0.322 0.345 0.363 0.361 15 months 0.130 0.164 0.197 0.230 0.262 0.291 0.317 0.342 0.363 0.361 12 months 0.111 0.146 0.181 0.216 0.250 0.282 0.312 0.339 0.363 0.361 9 months 0.090 0.125 0.162 0.199 0.237 0.272 0.305 0.336 0.362 0.361 6 months 0.065 0.099 0.137 0.178 0.219 0.259 0.296 0.331 0.362 0.361 3 months 0.034 0.065 0.104 0.150 0.197 0.243 0.286 0.326 0.361 0 months — — 0.042 0.115 0.179 0.233 0.281 0.323 0.361 The exact Fair Market Value and Redemption Date (as defined below) may not be set forth in the table above, in which case, if the Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of shares of Common Stock to be issued for each Warrant exercised in a Make-Whole Exercise will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable. The stock prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant is adjusted pursuant to Section 4. The adjusted stock prices in the column headings shall equal the stock prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. The number of shares in the table above shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a Warrant.0.361
Appears in 1 contract
Samples: Warrant Agreement (Holicity Inc.)