Treatment of Company Warrants. Prior to the Closing, the Board of Directors of the Company shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Company Warrants as necessary to provide that, at the Effective Time, each Company Warrant issued and outstanding immediately prior to the Effective Time shall be converted into a warrant to purchase, subject to substantially the same terms and conditions as were applicable under such Company Warrant, the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying (i) the number of shares of Company Common Stock subject to such Company Warrant immediately prior to the Effective Time, by (ii) the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (A) the exercise price per share of Company Common Stock of such Company Warrant divided by (B) the Exchange Ratio (a “Converted Warrant”). At the Effective Time, the Parent shall assume all obligations of the Company with respect to any Converted Warrants.
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Samples: Merger Agreement (Revelstone Capital Acquisition Corp.), Merger Agreement (Revelstone Capital Acquisition Corp.), Merger Agreement (Revelstone Capital Acquisition Corp.)
Treatment of Company Warrants. Prior to the Closing, the Company Board of Directors of the Company shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Domesticated Company Warrants as necessary to provide that, at the Effective Time, each Domesticated Company Warrant issued and outstanding immediately prior to the Effective Time shall be converted into a warrant to purchase, subject to substantially the same terms and conditions as were applicable under such Company Warrant, the number of shares of Parent Class A Domesticated SPAC Common Stock (rounded up to the nearest whole share), determined by multiplying (iA) the number of shares of Domesticated Company Common Stock subject to such Domesticated Company Warrant immediately prior to the Effective Time, by (iiB) the Closing Exchange Ratio, at an exercise price per share of Parent Class A Domesticated SPAC Common Stock (rounded down to the nearest whole cent) equal to (A1) the exercise price per share of Domesticated Company Common Stock of such Domesticated Company Warrant divided by (B2) the Exchange Ratio (a “Converted Warrant”). At the Effective Time, the Parent SPAC shall assume all obligations of the Domesticated Company with respect to any Converted Warrants.
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Samples: Business Combination Agreement (HH&L Acquisition Co.)
Treatment of Company Warrants. Prior to the Closing, the Company’s Board of Directors of the Company shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Company Warrants as necessary to provide that, at the Effective Time, each Company Warrant issued and outstanding immediately prior to the Effective Time shall be converted into (i) a warrant to purchase, subject to substantially the same terms and conditions as were applicable under such Company Warrant, the number of shares of Parent Class A Common Stock Shares (rounded up to the nearest whole share), determined by multiplying (iA) the number of shares of Company Common Stock subject to such Company Warrant immediately prior to the Effective Time, by (iiB) the Closing Exchange Conversion Ratio, at an exercise price per share of Parent Class A Common Stock Share (rounded down to the nearest whole cent) equal to (A1) the exercise price per share of Company Common Stock of such Company Warrant divided by (B2) the Exchange Conversion Ratio (a “Converted Warrant”)) and (ii) with respect to the Earnout Warrants only, the right to receive a number of Earnout Shares in accordance with, and subject to the contingencies, set forth in Section 3.7. At the Effective Time, the Parent shall assume all obligations of the Company with respect to any Converted Warrants.
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