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Common use of Replacement of Securities upon Reorganization, etc Clause in Contracts

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 369 contracts

Samples: Warrant Agent Agreement (Zion Oil & Gas Inc), Warrant Agent Agreement (Zion Oil & Gas Inc), Warrant Agent Agreement (Zion Oil & Gas Inc)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (Shares other than a change covered by Section 4.1 6.1.1 or 4.2 6.1.2 hereof or that solely affects the par value of such shares of Common Stock)Shares, or in the case of any merger share reconstruction or amalgamation or consolidation of the Company with or into another corporation (other than a consolidation or merger share reconstruction or amalgamation in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockShares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Warrant holders shall thereafter have the right to purchase and receive, upon thereafter (until the basis and upon the terms and conditions specified in the Warrants and in lieu expiration of the shares right of Common Stock exercise of the Company immediately theretofore purchasable and receivable this Purchase Warrant) to receive upon the exercise of hereof, for the rights represented therebysame aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, that by a Holder of the number of Shares of the Company obtainable upon exercise of this Purchase Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Shares covered by Section 4.1 6.1.1 or 4.26.1.2, then such adjustment shall be made pursuant to Sections 4.16.1.1, 4.2, 4.3 6.1.2 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers6.1.

Appears in 239 contracts

Samples: Underwriting Agreement (EPWK Holdings Ltd.), Underwriting Agreement (HWH International Inc.), Underwriting Agreement (EPWK Holdings Ltd.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 4.3 hereof or that solely affects the par value of such shares of the Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification also results in a change in shares of the Common Stock covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

Appears in 123 contracts

Samples: Warrant Agreement (Ignyte Acquisition Corp.), Warrant Agreement (Signal Hill Acquisition Corp.), Warrant Agreement (Aetherium Acquisition Corp)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (Shares other than a change covered by Section 4.1 6.1.1 or 4.2 6.1.2 hereof or that solely affects the par value of such shares of Common Stock)Shares, or in the case of any merger share reconstruction or amalgamation or consolidation or merger of the Company with or into another corporation (other than a consolidation or share reconstruction or amalgamation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockShares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Warrant holders shall thereafter have the right to purchase and receive, upon thereafter (until the basis and upon the terms and conditions specified in the Warrants and in lieu expiration of the shares right of Common Stock exercise of the Company immediately theretofore purchasable and receivable this Purchase Warrant) to receive upon the exercise of hereof, for the rights represented therebysame aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, that by a Holder of the number of Shares of the Company obtainable upon exercise of this Purchase Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Shares covered by Section 4.1 6.1.1 or 4.26.1.2, then such adjustment shall be made pursuant to Sections 4.16.1.1, 4.2, 4.3 6.1.2 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers6.1.

Appears in 116 contracts

Samples: Underwriting Agreement (Cardiff Lexington Corp), Underwriter Warrant Agreement (Aqua Metals, Inc.), Underwriting Agreement (SU Group Holdings LTD)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 6.1.1 or 4.2 6.1.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders Holder of this Purchase Option shall thereafter have the right to purchase and receive, upon thereafter (until the basis and upon the terms and conditions specified in the Warrants and in lieu expiration of the shares right of Common Stock exercise of the Company immediately theretofore purchasable and receivable this Purchase Option) to receive upon the exercise of hereof, for the rights represented therebysame aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that by a Holder of the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) number of shares of Common Stock of the Company obtainable upon exercise of this Purchase Option and the underlying Warrants immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 6.1.1 or 4.26.1.2, then such adjustment shall be made pursuant to Sections 4.16.1.1, 4.2, 4.3 6.1.2 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers6.

Appears in 80 contracts

Samples: Purchase Option Agreement (International Metal Enterprises, Inc.), Purchase Option Agreement (InterAmerican Acquisition Group Inc), Purchase Option Agreement (Vector Intersect Security Acquisition Corp.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 4.3 hereof or that solely affects the par value of such shares of Common Stockthe Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification also results in a change in shares of Common Stock the Ordinary Shares covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

Appears in 38 contracts

Samples: Warrant Agreement (Bayview Acquisition Corp), Warrant Agreement (Bayview Acquisition Corp), Warrant Agreement (Fortune Joy International Acquisition Corp)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 4.3 hereof or that solely affects the par value of such the shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification also results in a change in the shares of Common Stock covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

Appears in 34 contracts

Samples: Warrant Agreement (99 Acquisition Group Inc.), Warrant Agreement (99 Acquisition Group Inc.), Warrant Agreement (99 Acquisition Group Inc.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section Sections 4.1 or 4.2 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Registered Holder would have received if such Warrant holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 33 contracts

Samples: Warrant Agreement (Rocket Pharmaceuticals, Inc.), Warrant Agreement (Chardan Nextech Acquisition Corp.), Warrant Agreement (Chardan Nextech Acquisition Corp.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (Shares other than a change covered by Section 4.1 5.1.1 or 4.2 5.1.2 hereof or that solely affects the par value of such shares of Common Stock)Shares, or in the case of any merger share reconstruction or amalgamation or consolidation of the Company with or into another corporation or other entity (other than a consolidation or merger share reconstruction or amalgamation in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockShares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Warrant holders shall thereafter have the right to purchase and receive, upon thereafter (until the basis and upon the terms and conditions specified in the Warrants and in lieu expiration of the shares right of Common Stock exercise of the Company immediately theretofore purchasable and receivable this Purchase Warrant) to receive upon the exercise of hereof, for the rights represented therebysame aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, that by a Holder of the number of Shares of the Company obtainable upon exercise of this Purchase Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Shares covered by Section 4.1 5.1.1 or 4.25.1.2, then such adjustment shall be made pursuant to Sections 4.15.1.1, 4.2, 4.3 5.1.2 and this Section 4.45.1.3. The provisions of this Section 4.4 5.1.3 shall similarly apply to successive reclassifications, reorganizations, mergers share reconstructions or amalgamations, or consolidations, sales or other transfers.

Appears in 31 contracts

Samples: Purchase Warrant Agreement (Acurx Pharmaceuticals, LLC), Representative’s Warrant Agreement (Ammo, Inc.), Representative’s Warrant Agreement (Ammo, Inc.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Ordinary Shares covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 28 contracts

Samples: Warrant Agreement (4D Pharma PLC), Warrant Agreement (Eucrates Biomedical Acquisition Corp.), Warrant Agreement (Eucrates Biomedical Acquisition Corp.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 4.3 hereof or that solely affects the par value of such shares of the Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of the Common Stock covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 27 contracts

Samples: Warrant Agreement (Meten EdtechX Education Group Ltd.), Warrant Agreement (Akerna Corp.), Warrant Agreement (Schultze Special Purpose Acquisition Corp.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Ordinary Shares covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 24 contracts

Samples: Warrant Agreement (China VantagePoint Acquisition Co), Warrant Agreement (China VantagePoint Acquisition Co), Warrant Agreement (Korea Milestone Acquisition CORP)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares of Common Stock (other than a change covered by Section 4.1 or Section 4.2 hereof or that solely affects the par value of such shares of Common StockStock ), or in the case of any merger or consolidation of the Company with or into another corporation entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding shares of Common StockStock ), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders Registered Holder of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of or stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification or reorganization also results in a change in shares of Common Stock covered by Section 4.1 or Section 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Appears in 21 contracts

Samples: Warrant Agreement (Global Star Acquisition Inc.), Warrant Agreement (Global Star Acquisition Inc.), Warrant Agreement (Pono Capital Two, Inc.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section Sections 4.1 or 4.2 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 17 contracts

Samples: Warrant Agreement (Global Consumer Acquisition Corp.), Warrant Agreement (Vantage Energy Services, Inc.), Warrant Agreement (Global Consumer Acquisition Corp.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the by a Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) of the number of shares of Common Stock of the Company obtainable upon exercise of the Warrants immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 17 contracts

Samples: Warrant Agreement (Everest Acquisition CORP), Warrant Agreement (Everest Acquisition CORP), Warrant Agreement (Freedom Acquisition Holdings, Inc.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section under Sections 4.1 or 4.2 hereof or one that solely affects the par value of such shares of Common StockOrdinary Shares), or or, in the case of any merger or consolidation of the Company with or into another corporation entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Registered Holder would have received if such Warrant holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Ordinary Shares covered by Section Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 15 contracts

Samples: Warrant Agreement (EUDA Health Holdings LTD), Warrant Agreement (Bombax Healthcare Acquisition Corp), Warrant Agreement (8i Acquisition 2 Corp.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 4.3 hereof or that solely affects the par value of such shares of Common Stockthe Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification also results in a change in shares of Common Stock the Ordinary Shares covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

Appears in 14 contracts

Samples: Warrant Agreement (Rithm Acquisition Corp.), Warrant Agreement (Rithm Acquisition Corp.), Warrant Agreement (Tavia Acquisition Corp.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 14 contracts

Samples: Series Z Warrant Agreement (PAVmed Inc.), Warrant Agreement, Warrant Agreement (PAVmed Inc.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 4.3 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.24.3, 4.3 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 13 contracts

Samples: Warrant Agreement (NRDC Acquisition Corp.), Warrant Agreement (Education Media, Inc.), Warrant Agreement (Transforma Acquisition Group Inc.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by under Section 4.1 or Section 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation entity or conversion of the Company into another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.2 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Exercise Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

Appears in 12 contracts

Samples: Warrant Agreement (GigCapital5, Inc.), Warrant Agreement (GigCapital5, Inc.), Warrant Agreement (GigInternational1, Inc.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section Sections 4.1 or 4.2 4.3 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Registered Holder would have received if such Warrant holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section Sections 4.1 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.24.3, 4.3 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 11 contracts

Samples: Warrant Agreement (Hancock Jaffe Laboratories, Inc.), Warrant Agreement (Hancock Jaffe Laboratories, Inc.), Warrant Agreement (Hancock Jaffe Laboratories, Inc.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section Sections 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 11 contracts

Samples: Warrant Agreement (Asia Cork Inc.), Warrant Agreement (First Class Navigation CORP), Warrant Agreement (First Class Navigation CORP)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section Sections 4.1 or 4.2 hereof or one that solely affects the par value of such shares of Common StockOrdinary Shares), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Registered Holder would have received if such Warrant holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Ordinary Shares covered by Section Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 11 contracts

Samples: Warrant Agreement (AGBA Acquisition LTD), Warrant Agreement (AGBA Acquisition LTD), Warrant Agreement (8i Enterprises Acquisition Corp.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (Shares other than a change covered by Section 4.1 6.1.1 or 4.2 Section 6.1.2 hereof or that solely affects the par value of such shares of Common Stock)Shares, or in the case of any merger share reconstruction or amalgamation or consolidation of the Company with or into another corporation (other than a consolidation or merger share reconstruction or amalgamation in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockShares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Warrant holders shall thereafter have the right to purchase and receive, upon thereafter (until the basis and upon the terms and conditions specified in the Warrants and in lieu expiration of the shares right of Common Stock exercise of the Company immediately theretofore purchasable and receivable this Purchase Warrant) to receive upon the exercise of hereof, for the rights represented therebysame aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, that by a Holder of the number of Shares of the Company obtainable upon exercise of this Purchase Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Shares covered by Section 4.1 6.1.1 or 4.2Section 6.1.2, then such adjustment shall be made pursuant to Sections 4.1Section 6.1.1, 4.2, 4.3 Section 6.1.2 and this Section 4.46.1.3. The provisions of this Section 4.4 6.1.3 shall similarly apply to successive reclassifications, reorganizations, mergers share reconstructions or amalgamations, or consolidations, sales or other transfers.

Appears in 11 contracts

Samples: Representative’s Warrant Agreement (Jaguar Animal Health, Inc.), Representative’s Warrant Agreement (Signal Genetics, Inc.), Purchase Warrant Agreement (Advaxis, Inc.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that by a Registered Holder of the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) number of shares of Common Stock of the Company obtainable upon exercise of the Warrants immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 11 contracts

Samples: Warrant Agreement (Trian Acquisition I Corp.), Warrant Agreement (Sidhu Special Purpose Capital Corp.), Warrant Agreement (Sidhu Special Purpose Capital Corp.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section Sections 4.1 or 4.2 hereof or one that solely affects the par value of such shares of Common StockOrdinary Shares), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding shares of Common StockOrdinary Shares), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Registered Holder would have received if such Warrant holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Ordinary Shares covered by Section Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 11 contracts

Samples: Warrant Agreement (Americas Technology Acquisition Corp.), Warrant Agreement (Americas Technology Acquisition Corp.), Warrant Agreement (Galileo Acquisition Corp.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any merger or sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 11 contracts

Samples: Class B Warrant Agreement (Middle Kingdom Alliance Corp.), Warrant Agreement (Middle Kingdom Alliance Corp.), Warrant Agreement (Middle Kingdom Alliance Corp.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares of Common Stock Ordinary Shares (other than a change covered by under subsections 4.1.1 or 4.1.2 or Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification also results in a change in shares of Common Stock the Ordinary Shares covered by subsection 4.1.1 or Section 4.1 4.1.2 or 4.2Section 4.2 hereof, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 subsection 4.1.1 or Section 4.1.2 or Section 4.2 hereof and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

Appears in 11 contracts

Samples: Warrant Agreement (Squirrel Enlivened International Co., LTD), Warrant Agreement (Bukit Jalil Global Acquisition 1 Ltd.), Warrant Agreement (Bukit Jalil Global Acquisition 1 Ltd.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section Sections 4.1 or 4.2 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Registered Holder would have received if such Warrant holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 10 contracts

Samples: Warrant Agreement (Arisz Acquisition Corp.), Warrant Agreement (Qomolangma Acquisition Corp.), Warrant Agreement (Arisz Acquisition Corp.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 Sections 4.1, 4.2 or 4.2 4.3 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Registered Holder would have received if such Warrant holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in the shares of Common Stock covered by Section 4.1 Sections 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 9 contracts

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

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section Sections 4.1 or 4.2 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.44.5. The provisions of this Section 4.4 4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 9 contracts

Samples: Warrant Agent Agreement (eFleets Corp), Warrant Agent Agreement (eFleets Corp), Warrant Agreement (Aldagen Inc)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable cash)receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 8 contracts

Samples: Warrant Agreement (Capital Ten Acquisition Corp.), Warrant Agreement (New Asia Partners China I Corp), Warrant Agreement (New Asia Partners China I Corp)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (Shares other than a change covered by Section 4.1 5.1.1 or 4.2 5.1.2 hereof or that solely affects the par value of such shares of Common Stock)Shares, or in the case of any merger share reconstruction or amalgamation or consolidation or merger of the Company with or into another corporation (other than a consolidation or share reconstruction or amalgamation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockShares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Warrant holders shall thereafter have the right to purchase and receive, upon thereafter (until the basis and upon the terms and conditions specified in the Warrants and in lieu expiration of the shares right of Common Stock exercise of the Company immediately theretofore purchasable and receivable this Purchase Warrant) to receive upon the exercise of hereof, for the rights represented therebysame aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, that by a Holder of the number of Shares of the Company obtainable upon exercise of this Purchase Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Shares covered by Section 4.1 5.1.1 or 4.25.1.2, then such adjustment shall be made pursuant to Sections 4.15.1.1, 4.2, 4.3 5.1.2 and this Section 4.45.1.3. The provisions of this Section 4.4 5.1.3 shall similarly apply to successive reclassifications, reorganizations, mergers share reconstructions or amalgamations, or consolidations, sales or other transfers.

Appears in 8 contracts

Samples: Underwriting Agreement (DDC Enterprise LTD), Purchase Warrant Agreement (DDC Enterprise LTD), Purchase Warrant Agreement (DDC Enterprise LTD)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the by a Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) of the number of shares of Common Stock of the Company obtainable upon exercise of the Warrants immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 8 contracts

Samples: Warrant Agreement (Millstream Acquisition Corp), Warrant Agreement (Millstream Acquisition Corp), Warrant Agreement (NeoStem, Inc.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Ordinary Shares covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 8 contracts

Samples: Warrant Agreement (S.E. Asia Emerging Market Company., LTD), Warrant Agreement (S.E. Asia Emerging Market Company., LTD), Warrant Agreement (ChinaGrowth North Acquisition CORP)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Ordinary Shares covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 8 contracts

Samples: Warrant Agreement (Shanghai Century Acquisition Corp), Warrant Agreement (Shanghai Century Acquisition Corp), Warrant Agreement (Hambrecht Asia Acquisition Corp.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Class A ordinary shares of Common Stock (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 hereof or that solely affects the par value of such shares of Common Stock4.3 hereof), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockClass A ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Class A ordinary shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification also results in a change in the Class A ordinary shares of Common Stock covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

Appears in 8 contracts

Samples: Warrant Agreement (Evergreen Corp), Warrant Agreement (Technology & Telecommunication Acquisition Corp), Warrant Agreement (Evergreen Corp)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 4.3 hereof or that solely affects the par value of such shares of Common Stockthe Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification also results in a change in shares of Common Stock the Ordinary Shares covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

Appears in 8 contracts

Samples: Warrant Agreement (Resources Acquisition Corp.), Warrant Agreement (Sports & Health Tech Acquisition Corp), Warrant Agreement (Cerberus Telecom Acquisition Corp. II)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 7 contracts

Samples: Warrant Agreement (Nextnav Inc.), Warrant Agreement (BayFirst Financial Corp.), Warrant Agreement (Galectin Therapeutics Inc)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares of Common Stock (other than a change covered by Section 4.1 or Section 4.2 hereof or that solely affects the par value of such shares of Common StockStock ), or in the case of any merger or consolidation of the Company with or into another corporation entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders Registered Holder of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of or stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification or reorganization also results in a change in shares of Common Stock covered by Section 4.1 or Section 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Appears in 7 contracts

Samples: Warrant Agreement (BCGF Acquisition Corp.), Warrant Agreement (Cetus Capital Acquisition Corp.), Warrant Agreement (Cetus Capital Acquisition Corp.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 Sections 4.1, 4.2 or 4.2 4.3 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Registered Holder would have received if such Warrant holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 Sections 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrants.

Appears in 7 contracts

Samples: Warrant Agreement (Abri SPAC 2, Inc.), Warrant Agreement (Abri SPAC I, Inc.), Warrant Agreement (Abri SPAC I, Inc.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by under subsections 4.1.1 or 4.1.2 or Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of the Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification or reorganization also results in a change in shares of the Common Stock covered by Section 4.1 or 4.2subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 7 contracts

Samples: Warrant Agreement (Nemaura Medical Inc.), Warrant Agreement (General Employment Enterprises Inc), Warrant Agreement (NanoVibronix, Inc.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 Sections 4.1, 4.2 or 4.2 4.3 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 Sections 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 7 contracts

Samples: Warrant Agreement (SMG Indium Resources Ltd.), Warrant Agreement (SMG Indium Resources Ltd.), Warrant Agreement (SMG Indium Resources Ltd.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Class A Ordinary Shares (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 4.3 hereof or that solely affects the par value of such shares of Common Stockthe Class A Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockClass A Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Class A Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification also results in a change in shares of Common Stock the Class A Ordinary Shares covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

Appears in 7 contracts

Samples: Warrant Agreement (Ledger Acquisition Co), Private Placement Warrants Purchase Agreement (AP Acquisition Corp), Warrant Agreement (AP Acquisition Corp)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolvedliquidated, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Ordinary Shares covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 7 contracts

Samples: Warrant Agreement (East Stone Acquisition Corp), Warrant Agreement (East Stone Acquisition Corp), Warrant Agreement (East Stone Acquisition Corp)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 Sections 4.1, 4.2 or 4.2 4.3 hereof or one that solely affects the par value of such shares of Common StockOrdinary Shares), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Registered Holder would have received if such Warrant holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Ordinary Shares covered by Section 4.1 Sections 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 6 contracts

Samples: Warrant Agreement (Model Performance Acquisition Corp), Warrant Agreement (Model Performance Acquisition Corp), Warrant Agreement (Model Performance Acquisition Corp)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by under subsections 4.1.1 or 4.1.2 or Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of the Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 6 contracts

Samples: Warrant Agreement (COMMITTED CAPITAL ACQUISITION Corp II), Warrant Agreement (COMMITTED CAPITAL ACQUISITION Corp II), Warrant Agreement (COMMITTED CAPITAL ACQUISITION Corp II)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right (until the expiration of the right of exercise of the Warrant) to purchase and receive, upon for the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company same aggregate Warrant Price payable hereunder immediately theretofore purchasable and receivable upon the exercise of the rights represented therebyprior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, consolidation or upon a dissolution following any such sale or other transfer, that the by a Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) of the number of shares of Common Stock of the Company immediately prior to such eventtheretofore purchasable and receivable upon the exercise of the rights represented thereby; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 6 contracts

Samples: Warrant Agreement (Chicken Soup for the Soul Entertainment, Inc.), Warrant Agreement (Chicken Soup for the Soul Entertainment, Inc.), Warrant Agreement (Chicken Soup for the Soul Entertainment, Inc.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by under subsections 4.1.1 or 4.1.2 or Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation entity or conversion of the Company into another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.2 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Exercise Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

Appears in 6 contracts

Samples: Warrant Agreement (UpHealth, Inc.), Subscription Agreement (UpHealth, Inc.), Warrant Agreement (Lightning eMotors, Inc.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 6 contracts

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

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 or Section 4.2 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders Registered Holder of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of or stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification or reorganization also results in a change in shares of Common Stock Ordinary Shares covered by Section 4.1 or Section 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Appears in 6 contracts

Samples: Warrant Agreement (Jade Value Acquisition Corp), Warrant Agreement (Jade Value Acquisition Corp), Warrant Agreement (Apollo Acquisition Corp)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 under subsections 4.1, 4.2, or 4.2 4.3 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger merger, or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her her, or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock the Ordinary Shares covered by Section 4.1 Sections 4.1, 4.2, or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 such Section and pursuant to this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or mergers, consolidations, sales sales, or other transfers.

Appears in 6 contracts

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

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section Sections 4.1 or 4.2 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Registered Holder would have received if such Warrant holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 6 contracts

Samples: Warrant Agreement (Chardan NexTech Acquisition 2 Corp.), Warrant Agreement (Chardan NexTech Acquisition 2 Corp.), Warrant Agreement (Chardan NexTech Acquisition 2 Corp.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Founder Warrant holders holder shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Founder Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Founder Warrant holder would have received if such Founder Warrant holder had exercised his, her or its Founder Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.2 and 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 6 contracts

Samples: Founder Warrant Agreement, Warrant Agreement (Westway Group, Inc.), Warrant Agreement (Shermen WSC Acquisition Corp)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 Sections 4.1, 4.2 or 4.2 4.3 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Registered Holder would have received if such Warrant holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 Sections 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 6 contracts

Samples: Warrant Agreement (Ventoux CCM Acquisition Corp.), Warrant Agreement (Ventoux CCM Acquisition Corp.), Warrant Agreement (Quantum FinTech Acquisition Corp)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Class A Ordinary Shares (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 4.3 hereof or that solely affects the par value of such shares of Common Stockthe Class A Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockClass A Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Class A Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock the Class A Ordinary Shares covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 6 contracts

Samples: Warrant Agreement (Leo Holdings Corp.), Warrant Agreement (Leo Holdings Corp.), Warrant Agreement (Regalwood Global Energy Ltd.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (Shares other than a change covered by Section 4.1 5.1.1 or 4.2 5.1.2 hereof or that solely affects the par value of such shares of Common Stock)Shares, or in the case of any merger share reconstruction or amalgamation or consolidation of the Company with or into another corporation (other than a consolidation or merger share reconstruction or amalgamation in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockShares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Warrant holders shall thereafter have the right to purchase and receive, upon thereafter (until the basis and upon the terms and conditions specified in the Warrants and in lieu expiration of the shares right of Common Stock exercise of the Company immediately theretofore purchasable and receivable this Purchase Warrant) to receive upon the exercise of hereof, for the rights represented therebysame aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, that by a Holder of the number of Shares of the Company obtainable upon exercise of this Purchase Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Shares covered by Section 4.1 5.1.1 or 4.25.1.2, then such adjustment shall be made pursuant to Sections 4.15.1.1, 4.2, 4.3 5.1.2 and this Section 4.45.1.3. The provisions of this Section 4.4 5.1.3 shall similarly apply to successive reclassifications, reorganizations, mergers share reconstructions or amalgamations, or consolidations, sales or other transfers.

Appears in 6 contracts

Samples: Underwriting Agreement (Ceres, Inc.), Underwriting Agreement (Ceres, Inc.), Placement Agent Warrant Agreement (Neuralstem, Inc.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 4.3 hereof or that solely affects the par value of such shares of Common Stockthe Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock the Ordinary Shares covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 5 contracts

Samples: Warrant Agreement (Fusion Fuel Green LTD), Warrant Agreement (Andina Acquisition Corp. III), Warrant Agreement (HL Acquisitions Corp.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 4.1.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 5 contracts

Samples: Warrant Agreement (Churchill Ventures LTD), Warrant Agreement (Churchill Ventures LTD), Warrant Agreement (Churchill Ventures LTD)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares of Common Stock Class A Ordinary Shares (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common StockClass A Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding shares of Common StockClass A Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolvedliquidated, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Class A Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Class A Ordinary Shares covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

Appears in 5 contracts

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

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Class A Common Stock (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 4.3 hereof or that solely affects the par value of such shares of the Class A Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Class A Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Class A Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification also results in a change in the shares of Class A Common Stock covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

Appears in 4 contracts

Samples: Warrant Agreement (Noble Education Acquisition Corp.), Warrant Agreement (Noble Education Acquisition Corp.), Warrant Agreement (Noble Education Acquisition Corp.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (Shares other than a change covered by Section 4.1 5.1.1 or 4.2 5.1.2 hereof or that solely affects the par value of such shares of Common Stock)Shares, or in the case of any merger share reconstruction or amalgamation or consolidation of the Company with or into another corporation (other than a consolidation or merger share reconstruction or amalgamation in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockShares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders Holder of this Purchase Option shall thereafter have the right to purchase and receive, upon thereafter (until the basis and upon the terms and conditions specified in the Warrants and in lieu expiration of the shares right of Common Stock exercise of the Company immediately theretofore purchasable and receivable this Purchase Option) to receive upon the exercise of hereof, for the rights represented therebysame aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, that by a Holder of the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) number of Shares of the Company obtainable upon exercise of this Purchase Option immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Shares covered by Section 4.1 5.1.1 or 4.25.1.2, then such adjustment shall be made pursuant to Sections 4.15.1.1, 4.2, 4.3 5.1.2 and this Section 4.45.1.3. The provisions of this Section 4.4 5.1.3 shall similarly apply to successive reclassifications, reorganizations, mergers share reconstructions or amalgamations, or consolidations, sales or other transfers.

Appears in 4 contracts

Samples: Purchase Option Agreement (Rosetta Genomics Ltd.), Purchase Option Agreement (Rosetta Genomics Ltd.), Purchase Option Agreement (Rosetta Genomics Ltd.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 4.3 hereof or that solely affects the par value of such shares of Common Stockthe Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification also results in a change in shares of Common Stock the Ordinary Shares covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

Appears in 4 contracts

Samples: Warrant Agreement (Tavia Acquisition Corp.), Warrant Agreement (Oxus Acquisition Corp.), Warrant Agreement (Oxus Acquisition Corp.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 Sections 4.1, 4.2 or 4.2 4.3 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Registered Holder would have received if such Warrant holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification or reorganization also results in a change in shares of Common Stock covered by Section 4.1 Sections 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrants.

Appears in 4 contracts

Samples: Warrant Agreement (Gardiner Healthcare Acquisitions Corp.), Warrant Agreement (Gardiner Healthcare Acquisitions Corp.), Warrant Agreement (Gardiner Healthcare Acquisitions Corp.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Registered Holder of the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 4 contracts

Samples: Warrant Agreement (Alpha Security Group CORP), Warrant Agreement (Alpha Security Group CORP), Warrant Agreement (Alpha Security Group CORP)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section Sections 4.1 or 4.2 4.3 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section Sections 4.1 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 4 contracts

Samples: Warrant Agreement (National Security Solutions Inc.), Warrant Agreement (Sports Properties Acquisition Corp.), Warrant Agreement (Sports Properties Acquisition Corp.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.this

Appears in 4 contracts

Samples: Warrant Agreement (General Finance CORP), Warrant Agreement (Oracle Healthcare Acquisition Corp.), Warrant Agreement (General Finance CORP)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 3.1 or 4.2 3.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders Holder shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Holder would have received if such Warrant holder the Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 3.1 or 4.23.2, then such adjustment shall be made pursuant to Sections 4.13.1, 4.23.2, 4.3 3.3 and this Section 4.43.4. The provisions of this Section 4.4 3.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 4 contracts

Samples: Warrant Agreement (Lm Funding America, Inc.), Warrant Agreement (Homeowners Choice, Inc.), Warrant Agreement (Homeowners Choice, Inc.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 4.3 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Ordinary Shares covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 4 contracts

Samples: Warrant Agreement (China Resources Development Inc.), Warrant Agreement (China Resources Development Inc.), Warrant Agreement (Green Power Enterprises, Inc.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section Sections 4.1 or 4.2 hereof above or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section Sections 4.1 or 4.24.2 above, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 above and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 4 contracts

Samples: Warrant Agreement (Trans-India Acquisition Corp), Warrant Agreement (Trans-India Acquisition Corp), Warrant Agreement (Trans-India Acquisition Corp)

Replacement of Securities upon Reorganization, etc. In case of any (i) reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 or 4.2 hereof or a change that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any ; (ii) merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), ; or in the case of any (iii) sale or conveyance to another corporation or entity of the assets or other property of the Company as an in its entirety or substantially as an in its entirety in connection with which the Company is dissolved, the Warrant holders Registered Holder shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Registered Holder would have received if such Warrant holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Ordinary Shares covered by Section 4.1 or 4.24.2 above, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 4 contracts

Samples: Warrant Agreement (Asia Special Situation Acquisition Corp), Warrant Agreement (Asia Special Situation Acquisition Corp), Warrant Agreement (Asia Special Situation Acquisition Corp)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Ordinary Shares covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 4 contracts

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

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares of Common Stock Ordinary Shares (other than a change covered by under Section 4.1 4.1.1 or Section 4.1.2 or Section 4.2 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification also results in a change in shares of Common Stock the Ordinary Shares covered by Section 4.1 4.1.1 or 4.2Section 4.1.2 or Section 4.2 hereof, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 Section 4.1.1 or Section 4.1.2 or Section 4.2 hereof and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

Appears in 3 contracts

Samples: Warrant Agreement (Ads-Tec Energy Public LTD Co), Warrant Agreement (European Sustainable Growth Acquisition Corp.), Warrant Agreement (European Sustainable Growth Acquisition Corp.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an 5 entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 3 contracts

Samples: Warrant Agreement (Millstream II Acquisition CORP), Warrant Agreement (Millstream II Acquisition CORP), Warrant Agreement (Millstream II Acquisition CORP)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation company (other than a consolidation or merger in which the Company is the continuing corporation survives and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation company or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Ordinary Shares covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 3 contracts

Samples: Warrant Agreement (Spring Creek Acquisition Corp.), Warrant Agreement (Spring Creek Acquisition Corp.), Warrant Agreement (Spring Creek Acquisition Corp.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section Sections 4.1 or 4.2 4.3 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section Sections 4.1 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.24.3, 4.3 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 3 contracts

Samples: Warrant Agreement (Global BPO Services Corp), Warrant Agreement (Stream Global Services, Inc.), Warrant Agreement (Global BPO Services Corp)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section Sections 4.1 or 4.2 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore theretofor purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.44.5. The provisions of this Section 4.4 4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 3 contracts

Samples: Warrant Agreement (Lucid Inc), Warrant Agreement (Lucid Inc), Warrant Agreement (Medgenics, Inc.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 4.3 hereof or that solely affects the par value of such shares of Common Stockthe Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification also results in a change in shares of Common Stock the Ordinary Shares covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

Appears in 3 contracts

Samples: Warrant Agreement (Energy Cloud I Acquisition Corp), Warrant Agreement (Energy Cloud I Acquisition Corp), Warrant Agreement (Freestone Acquisition Corp)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 Sections 4.1, 4.2 or 4.2 4.3 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Registered Holder would have received if such Warrant holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification or reorganization also results in a change in shares of Common Stock covered by Section 4.1 Sections 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

Appears in 3 contracts

Samples: Warrant Agreement (Monterey Bio Acquisition Corp), Warrant Agreement (Monterey Bio Acquisition Corp), Warrant Agreement (Monterey Bio Acquisition Corp)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder holders of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification also results in a change in shares of the Common Stock covered by Section 4.1 or 4.2, then such adjustment adjustments shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

Appears in 3 contracts

Samples: Warrant Agreement (Ault Disruptive Technologies Corp), Warrant Agreement (Ault Disruptive Technologies Corp), Warrant Agreement (Ault Disruptive Technologies Corp)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 or Section 4.2 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Ordinary Shares covered by Section 4.1 or Section 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 3 contracts

Samples: Warrant Agreement (OXBRIDGE RE HOLDINGS LTD), Warrant Agreement (OXBRIDGE RE HOLDINGS LTD), Warrant Agreement (OXBRIDGE RE HOLDINGS LTD)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 Sections 4.1, 4.2 or 4.2 4.3 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation entity (other than a consolidation or merger in which the Company is the continuing corporation entity and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Registered Holder would have received if such Warrant holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 Sections 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share of Common Stock issuable upon exercise of the Warrant.

Appears in 3 contracts

Samples: Warrant Agreement (Presto Automation Inc.), Warrant Agreement (Ventoux CCM Acquisition Corp.), Warrant Agreement (Ventoux CCM Acquisition Corp.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Parent Class A Ordinary Shares (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 4.3 hereof or that solely affects the par value of such shares of Common StockParent Class A Ordinary Shares), or in the case of any merger or consolidation of the Company Parent with or into another corporation (other than a consolidation or merger in which the Company Parent is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockParent Class A Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company Parent as an entirety or substantially as an entirety in connection with which the Company Parent is dissolved, the Warrant holders shall thereafter have the right to purchase subscribe for and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company Parent Class A Ordinary Shares immediately theretofore purchasable issuable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock the Parent Class A Ordinary Shares covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 3 contracts

Samples: Warrant Agreement (Fusion Fuel Green PLC), Warrant Agreement (Fusion Fuel Green PLC), Warrant Agreement (Fusion Fuel Green PLC)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 4.3 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation entity (other than a consolidation or merger in which the Company is the continuing corporation entity and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock Ordinary Shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification also results in a change in shares of Common Stock the Ordinary Shares covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

Appears in 3 contracts

Samples: Warrant Agreement (Onyx Acquisition Co. I), Warrant Agreement (Onyx Acquisition Co. I), Warrant Agreement (Onyx Acquisition Co. I)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section Sections 4.1 or 4.2 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section Sections 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 3 contracts

Samples: Warrant Agreement (Ideation Acquisition Corp.), Warrant Agreement (China Mining Resources Holdings LTD), Warrant Agreement (Ideation Acquisition Corp.)

Replacement of Securities upon Reorganization, etc. In case the event of the exercise of this Warrant for Ordinary Shares after any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and receive in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented therebyhereby, the kind and amount of shares of stock or other securities or property (including cash) (the "Reorganization Consideration") receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Ordinary Shares covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. For the purposes of clarity, a Warrant holder must exercise the Warrant to receive the Reorganization Consideration, and the Warrants may not be net cash settled.

Appears in 3 contracts

Samples: Warrant Agreement (Lone Oak Acquisition Corp), Warrant Agreement (Lone Oak Acquisition Corp), Warrant Agreement (China VantagePoint Acquisition Co)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or and Section 4.2 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or Section 4.2, then such adjustment shall be made pursuant to Sections Section 4.1, Section 4.2, Section 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 3 contracts

Samples: Warrant Agreement (Adit EdTech Acquisition Corp.), Warrant Agreement (Adit EdTech Acquisition Corp.), Warrant Agreement (Adit EdTech Acquisition Corp.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Registered Holder would have received if such Warrant holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 3 contracts

Samples: Warrant Agreement (International Media Acquisition Corp.), Warrant Agreement (International Media Acquisition Corp.), Warrant Agreement (International Media Acquisition Corp.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares of Common Stock Ordinary Shares (other than a change covered by under Section 4.1 5.1.1 or 4.2 Section 5.1.2 or Section 5.2 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase subscribe for and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable issuable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification also results in a change in shares of Common Stock the Ordinary Shares covered by Section 4.1 5.1.1 or 4.2Section 5.1.2 or Section 5.2 hereof, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 Section 5.1.1 or Section 5.1.2 or Section 5.2 hereof and this Section 4.45.4. The provisions of this Section 4.4 5.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

Appears in 3 contracts

Samples: Warrant Agreement (European Sustainable Growth Acquisition Corp.), Warrant Agreement (Ads-Tec Energy Public LTD Co), Warrant Agreement (European Sustainable Growth Acquisition Corp.)

Replacement of Securities upon Reorganization, etc. In case the event of the exercise of any Warrant for shares of Common Stock after any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and receive in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented therebyhereby, the kind and amount of shares of stock or other securities or property (including cash) (the "Reorganization Consideration") receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. For the purposes of clarity, a Warrant holder must exercise the Warrant to receive the Reorganization Consideration, and the Warrants may not be net cash settled.

Appears in 3 contracts

Samples: Warrant Agreement (Universal Business Payment Solutions Acquisition Corp), Warrant Agreement (Universal Business Payment Solutions Acquisition Corp), Warrant Agreement (Universal Business Payment Solutions Acquisition Corp)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 3 contracts

Samples: Warrant Agreement (PennantPark Floating Rate Capital Ltd.), Warrant Agreement (Pennantpark Investment Corp), Warrant Agreement (BlackRock Kelso Capital CORP)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 4.3 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that by a Registered Holder of the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) number of shares of Common Stock of the Company obtainable upon exercise of the Warrants immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.24.3, 4.3 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 3 contracts

Samples: Warrant Agreement (iStar Acquisition Corp.), Warrant Agreement (Global Entertainment & Media Holdings Corp), Warrant Agreement (iStar Acquisition Corp.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the by a Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) of the number of shares of Common Stock of the Company obtainable upon exercise of the Warrants immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 3 contracts

Samples: Warrant Agreement (Liberty Acquisition Holdings Corp.), Warrant Agreement (Liberty Acquisition Holdings Corp.), Warrant Agreement (Liberty Acquisition Holdings Corp.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof of this Agreement or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 3 contracts

Samples: Warrant Agreement (Union Street Acquisition Corp.), Warrant Agreement (Union Street Acquisition Corp.), Warrant Agreement (Union Street Acquisition Corp.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 4(a) or 4.2 hereof 4(b) or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders Holder shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants herein, and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented therebyhereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Holder would have received if such Warrant holder Holder had exercised his, her or its Warrant(s) this Warrant immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 4(a) or 4.24(b), then such adjustment shall be made pursuant to Sections 4.1Section 4(a), 4.24(b), 4.3 4(d)(i) and this Section 4.44(e). The provisions of this Section 4.4 4(e) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 3 contracts

Samples: Warrant Agreement (Limbach Holdings, Inc.), Warrant Agreement (Limbach Holdings, Inc.), Warrant Agreement (Limbach Holdings, Inc.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 or Section 4.2 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders Registered Holder of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock Ordinary Shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification or reorganization also results in a change in shares of Common Stock Ordinary Shares covered by Section 4.1 or Section 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Appears in 3 contracts

Samples: Warrant Agreement (Singularity Acquisition Corp.), Warrant Agreement (Singularity Acquisition Corp.), Warrant Agreement (TradeUP 88 Corp.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 3.1 or 4.2 3.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Underwriter Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Underwriter Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the by a Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) of the number of shares of Common Stock of the Company obtainable upon exercise of the Underwriter Warrants immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 3.1 or 4.23.2, then such adjustment shall be made pursuant to Sections 4.13.1, 4.23.2, 4.3 3.3 and this Section 4.43.4. The provisions of this Section 4.4 3.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 2 contracts

Samples: Underwriter's Warrant Agreement (NeoStem, Inc.), Underwriter’s Warrant Agreement (NeoStem, Inc.)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 4.3 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.24.3, 4.3 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 2 contracts

Samples: Warrant Agreement (K Road Acquisition CORP), Warrant Agreement (K Road Acquisition CORP)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolvedentirety, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 2 contracts

Samples: Warrant Agreement (Marshall Edwards Inc), Warrant Agreement (Mission Community Bancorp)

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 2.1 or 4.2 2.3 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders holder shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants this Warrant and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) this Warrant immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 2.1 or 4.22.3, then such adjustment shall be made pursuant to Sections 4.12.1, 4.2, 4.3 2.3 and this Section 4.42.5. The provisions of this Section 4.4 2.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 2 contracts

Samples: Warrant Agreement (Starr International Co Inc), Warrant Agreement (China MediaExpress Holdings, Inc.)