Treatment of SPAC Warrants Sample Clauses

Treatment of SPAC Warrants. (i) Each Public Warrant and Private Placement Warrant that is outstanding and unexercised immediately prior to the Effective Time shall be converted into and become a warrant to purchase NewCo Common Shares (“NewCo Warrants”), and NewCo shall assume each such Public Warrant and Private Placement Warrant in accordance with its terms (as in effect as of the date of this Agreement). All rights with respect to SPAC Shares under Public Warrants and Private Placement Warrants assumed by NewCo shall thereupon be converted into rights with respect to the NewCo Common Shares underlying the NewCo Warrants. Accordingly, from and after the Effective Time: (A) each NewCo Warrant assumed by NewCo may be exercised solely for NewCo Common Shares; (B) the number of NewCo Common Shares subject to each NewCo Warrant assumed by NewCo shall be the same number of SPAC Shares that were subject to such Public Warrant or Private Placement Warrant immediately prior to the Effective Time; (C) the exercise price for the NewCo Common Shares issuable upon exercise of each NewCo Warrant shall be the same as the applicable exercise price in effect immediately prior to the Effective Time; and (D) any restriction on the exercise of any Public Warrant or Private Placement Warrant assumed by NewCo shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Public Warrant or Private Placement Warrant shall otherwise remain unchanged; provided, however, that to the extent provided under the terms of a Public Warrant or Private Placement Warrant, as applicable, such Public Warrant or Private Placement Warrant assumed by NewCo in accordance with this Section 3.2(d)(i) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to NewCo Common Shares subsequent to the Effective Time. (ii) As consideration for the NewCo Warrants issued pursuant to this Section 3.2(d) hereof, SPAC shall issue such number of ordinary shares of SPAC to NewCo as SPAC reasonably determines has an aggregate fair market value equal to the aggregate fair market value of such NewCo Warrants.”
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Treatment of SPAC Warrants. At the Effective Time and following the Domestication, the holder of each SPAC Warrant that is issued and outstanding immediately prior to the Effective Time other than any SPAC Warrant held by any SPAC Initial Shareholder, shall be entitled to receive a number of SPAC Warrants equal to the SPAC Public Share Exchange Ratio, subject to rounding pursuant to Section 4.1(h).
Treatment of SPAC Warrants. (i) Each Public Warrant that is outstanding and unexercised immediately prior to the Effective Time shall be converted into and become a warrant to purchase NewCo Common Shares (“NewCo Warrants”), and NewCo shall assume each such Public Warrant in accordance with its terms (as in effect as of the date of this Agreement). All rights with respect to SPAC Shares under Public Warrants assumed by NewCo shall thereupon be converted into rights with respect to the NewCo Common Shares underlying the NewCo Warrants. Accordingly, from and after the Effective Time: (A) each NewCo Warrant assumed by NewCo may be exercised solely for NewCo Common Shares; (B) the number of NewCo Common Shares subject to each NewCo Warrant assumed by NewCo shall be the same number of SPAC Shares that were subject to such Public Warrant immediately prior to the Effective Time; (C) the exercise price for the NewCo Common Shares issuable upon exercise of each NewCo Warrant shall be the same as the applicable exercise price in effect immediately prior to the Effective Time; and
Treatment of SPAC Warrants. (i) Each Public Warrant that is outstanding and unexercised immediately prior to the Effective Time shall be converted into and become a warrant to purchase Target Common Shares (“Target Warrants”), and the Target shall assume each such Public Warrant in accordance with its terms (as in effect as of the date of this Agreement). All rights with respect to SPAC Shares under Public Warrants assumed by the Target shall thereupon be converted into rights with respect to the Target Warrants. Accordingly, from and after the Effective Time: (A) each Target Warrant assumed by the Target may be exercised solely for Target Common Shares; (B) the number of Target Common Shares subject to each Target Warrant assumed by the Target shall be the same number of SPAC Shares that were subject to such Public Warrant immediately prior to the Effective Time; (C) the exercise price for the Target Common Shares issuable upon exercise of each Target Warrant shall be the same as the applicable exercise price in effect immediately prior to the Effective Time; and (D) any restriction on the exercise of any Public Warrant assumed by the Target shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Public Warrant shall otherwise remain unchanged; provided, however, that to the extent provided under the terms of a Public Warrant, such Public Warrant assumed by the Target in accordance with this Section 3.2(d)(i) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Target Common Shares subsequent to the Effective Time. (ii) Notwithstanding anything in this Agreement, in accordance with the Sponsor Support Agreement, effective upon the Closing, any and all Private Placement Warrants held by the Sponsors and outstanding as of the date hereof will be cancelled and forfeited, and shall cease to exist, effective upon the Closing, and no consideration shall be delivered in exchange therefor.
Treatment of SPAC Warrants. (i) Each SPAC Private $11.50 Warrant that is outstanding immediately prior to the SPAC Merger Effective Time shall be converted into and become the right to receive, at the Company Merger Effective Time, a Flexjet Assumed Private $11.50 Warrant. Each Flexjet Assumed Private $11.50 Warrant shall have terms identical to each SPAC Private $11.50 Warrant as in effect as of the date of this Agreement (other than the fact that it will be exercisable for Flexjet Common Stock rather than SPAC Common Stock) and shall be governed by the Flexjet Assumed Warrant Agreement; and (ii) Each SPAC Public $11.50 Warrant that is outstanding immediately prior to the SPAC Merger Effective Time shall be converted into and become the right to receive, at the Company Merger Effective Time, a Flexjet Assumed Public $11.50 Warrant. Each Flexjet Assumed Public $11.50 Warrant shall have terms identical to each SPAC Public $11.50 Warrant as in effect as of the date of this Agreement (other than the fact that it will be exercisable for Flexjet Common Stock rather than SPAC Common Stock) and shall be governed by the Flexjet Assumed Warrant Agreement.
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