Examples of New SPAC Class A Common Shares in a sentence
At the effective time of the SPAC Amalgamation, pursuant to Section 9.8 of the SPAC Warrant Agreement, New SPAC and Computershare shall enter into the Amended and Restated Warrant Agreement to reflect that, effective upon consummation of the SPAC Amalgamation, each Public Warrant and Private Placement Warrant will entitle the holder to purchase New SPAC Class A Common Shares in accordance with the terms and subject to the conditions set forth in the Amended and Restated Warrant Agreement.
New SPAC shall at all times reserve and keep available a number of its authorized but unissued New SPAC Class A Common Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.
Notwithstanding any provision contained in this Agreement to the contrary, New SPAC shall not issue fractional New SPAC Class A Common Shares upon the exercise of Warrants.
New SPAC shall from time to time promptly pay all taxes and charges that may be imposed upon New SPAC or the Warrant Agent in respect of the issuance or delivery of New SPAC Class A Common Shares upon the exercise of the Warrants, but neither New SPAC nor the Warrant Agent shall be obligated to pay any transfer taxes in respect of the Warrants or such New SPAC Class A Common Shares, save as expressly stated in this Section 8.1.
If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in an New SPAC Class A Common Share, New SPAC shall, upon such exercise, round down to the nearest whole number of New SPAC Class A Common Shares to be issued to such holder.
For purposes of the Warrant, in determining the number of outstanding New SPAC Class A Common Shares, the holder may rely on the number of outstanding New SPAC Class A Common Shares as reflected in (1) New SPAC’s most recent Annual Report on Form 20-F, Current Report on Form 6-K or other public filing with the SEC as the case may be, (2) a more recent public announcement by New SPAC or (3) any other notice by New SPAC or Computershare Inc.
In any case, the number of issued and outstanding New SPAC Class A Common Shares shall be determined after giving effect to the conversion or exercise of equity securities of New SPAC by the holder and its affiliates since the date as of which such number of issued and outstanding New SPAC Class A Common Shares was reported.
Solely for purposes of this subsection 7.4.2, the “Fair Market Value” shall mean the average last reported sale price of the New SPAC Class A Common Shares for the ten (10) trading days ending on the trading day prior to the date on which the notice of exercise is received by the Warrant Agent.
For any reason at any time, upon the written request of the holder of the Warrant, New SPAC shall, within two (2) Business Days, confirm orally and in writing to such holder the number of New SPAC Class A Common Shares then outstanding.
If, by reason of any exercise of Warrants on a “cashless basis,” the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in an New SPAC Class A Common Share, New SPAC shall round down to the nearest whole number the number of New SPAC Class A Common Shares to be issued to such holder.