Common use of Redemption of Warrants Clause in Contracts

Redemption of Warrants. when the price per Class A common stock equals or exceeds $10.00. 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 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, 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, 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 there is an effective registration statement covering the Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below). During the Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number of 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)) (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. In no event will the number of shares issued in connection with a Make-Whole Exercise exceed 0.365 shares of Common Stock per Warrant (subject to adjustment).

Appears in 5 contracts

Samples: Warrant Agreement (Fortress Value Acquisition Corp. IV), Warrant Agreement (Fortress Value Acquisition Corp. IV), Warrant Agreement (Fortress Value Acquisition Corp. III)

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Redemption of Warrants. when the price per Class A common stock share of Common Stock equals or exceeds $10.00. 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 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, provided that (i) 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, (ii) the Private Placement Sponsor Warrants are also concurrently exchanged at called for redemption on the same price (equal to a number of shares of Common Stock) terms as the outstanding Public Warrants and (iii) there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below). During the Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number of 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)) (a “Make-Whole Exercise”). 59 months 0.236 0.257 0.277 0.295 0.311 0.325 0.338 0.350 0.361 57 months 0.257 0.277 0.294 0.310 0.233 0.255 0.275 0.293 0.309 0.324 0.337 0.348 0.358 0.365 0.338 0.350 0.361 54 months 0.252 0.229 0.251 0.272 0.291 0.307 0.322 0.335 0.347 0.357 0.365 0.323 0.337 0.350 0.361 51 months 0.246 0.268 0.287 0.304 0.320 0.333 0.346 0.357 0.365 0.225 0.248 0.269 0.288 0.305 0.321 0.336 0.349 0.361 48 months 0.241 0.263 0.283 0.301 0.317 0.332 0.344 0.356 0.365 0.220 0.243 0.265 0.285 0.303 0.320 0.335 0.349 0.361 45 months 0.235 0.258 0.279 0.298 0.315 0.330 0.343 0.356 0.365 0.214 0.239 0.261 0.282 0.301 0.318 0.334 0.348 0.361 42 months 0.208 0.234 0.257 0.278 0.298 0.316 0.333 0.348 0.361 39 months 0.202 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 0.275 0.295 0.314 0.331 0.347 0.361 36 months 0.213 0.239 0.263 0.285 0.305 0.323 0.339 0.353 0.364 0.195 0.222 0.247 0.271 0.292 0.312 0.330 0.346 0.361 33 months 0.205 0.232 0.257 0.280 0.301 0.320 0.337 0.352 0.364 0.187 0.215 0.241 0.266 0.288 0.309 0.328 0.345 0.361 30 months 0.196 0.224 0.250 0.274 0.297 0.316 0.335 0.351 0.364 0.179 0.208 0.235 0.261 0.284 0.306 0.326 0.345 0.361 27 months 0.185 0.214 0.242 0.268 0.291 0.313 0.332 0.350 0.364 0.170 0.199 0.228 0.255 0.280 0.303 0.324 0.343 0.361 24 months 0.173 0.204 0.233 0.260 0.285 0.308 0.329 0.348 0.364 0.159 0.190 0.220 0.248 0.274 0.299 0.322 0.342 0.361 21 months 0.161 0.193 0.223 0.252 0.279 0.304 0.326 0.347 0.364 0.148 0.179 0.210 0.240 0.268 0.295 0.319 0.341 0.361 18 months 0.146 0.179 0.211 0.242 0.271 0.298 0.322 0.345 0.363 0.135 0.167 0.200 0.231 0.261 0.289 0.315 0.339 0.361 15 months 0.130 0.164 0.197 0.230 0.262 0.291 0.317 0.342 0.363 0.120 0.153 0.187 0.220 0.253 0.283 0.311 0.337 0.361 12 months 0.111 0.146 0.181 0.216 0.250 0.282 0.312 0.339 0.363 0.103 0.137 0.172 0.207 0.242 0.275 0.306 0.335 0.361 9 months 0.090 0.125 0.162 0.199 0.237 0.272 0.305 0.336 0.362 0.083 0.117 0.153 0.191 0.229 0.266 0.300 0.332 0.361 6 months 0.065 0.099 0.137 0.178 0.219 0.259 0.296 0.331 0.362 0.059 0.092 0.130 0.171 0.213 0.254 0.292 0.328 0.361 3 months 0.034 0.065 0.104 0.150 0.197 0.243 0.286 0.326 0.030 0.060 0.100 0.145 0.193 0.240 0.284 0.324 0.361 0 months — — 0.000 0.000 0.042 0.115 0.179 0.233 0.281 0.323 0.324 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. In no event will the number of shares issued in connection with a Make-Whole Exercise exceed 0.365 0.361 shares of Common Stock per Warrant (subject to adjustment).

Appears in 3 contracts

Samples: Warrant Agreement (KINS Technology Group, Inc.), Warrant Agreement (KINS Technology Group, Inc.), Warrant Agreement (KINS Technology Group, Inc.)

Redemption of Warrants. when the price per Class A common stock share of Common Stock equals or exceeds $10.00. Subject to Section 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 of $0.10 per Warrant, provided that (i) 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, the Private Placement Warrants are also concurrently exchanged at the same price given and (equal to a number of shares of Common Stockii) as the outstanding Public Warrants and there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below). During the Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number of 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)) (a “Make-Whole Exercise”). Redemption Date (period to expiration of the Warrants) £10 11 12 13 14 15 16 17 ³18 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. In no event will the number of shares issued in connection with a Make-Whole Exercise exceed 0.365 shares of Common Stock per Warrant (subject to adjustment).

Appears in 3 contracts

Samples: Warrant Agreement (GS Acquisition Holdings Corp II), Warrant Agreement (GS Acquisition Holdings Corp II), Warrant Agreement (GS Acquisition Holdings Corp II)

Redemption of Warrants. when the price per Class A common stock share equals or exceeds $10.00. Subject to Section 6.5 hereof, not Not less than all of the outstanding Warrants may be redeemed, at the option of the Company, commencing ninety (90) days after once 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, provided that the last reported sales price of the Common Stock Ordinary Shares 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, provided that the Private Placement Warrants warrants are also concurrently exchanged called for redemption at the same price (equal to a number of shares of Common Stock) and terms as the outstanding Public Warrants Warrants, and provided that there is an effective registration statement covering the Common Stock issuance of the Ordinary Shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below). During the Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number of shares of Common Stock Ordinary Shares 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”). £$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 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 Ordinary Shares 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 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 is adjusted pursuant to Section 4. The adjusted stock 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. In no event will the number of shares issued in connection with a Make-Whole Exercise exceed 0.365 shares of Common Stock 0.361 Ordinary Shares per Warrant (subject to adjustment).

Appears in 2 contracts

Samples: Warrant Assignment, Assumption and Amended & Restated Agreement (Wallbox N.V.), Warrant Assignment, Assumption and Amended & Restated Agreement (Wallbox B.V.)

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Redemption of Warrants. when the price per Class A common stock share of Common Stock equals or exceeds $10.00. Subject to Section 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 of $0.10 per Warrant, provided that (i) 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, the Private Placement Warrants are also concurrently exchanged at the same price given and (equal to a number of shares of Common Stockii) as the outstanding Public Warrants and there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below). During the Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number of 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)) (a “Make-Whole Exercise”). ≤10 11 12 13 14 15 16 17 ≥18 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 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. In no event will the number of shares issued in connection with a Make-Whole Exercise exceed 0.365 0.361 shares of Common Stock per Warrant (subject to adjustment).

Appears in 1 contract

Samples: Warrant Agreement (Nuvation Bio Inc.)

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