Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent or by wire of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 17 contracts
Sources: Warrant Agreement (B. Riley Principal 250 Merger Corp.), Warrant Agreement (B. Riley Principal 250 Merger Corp.), Warrant Agreement (B. Riley Principal 250 Merger Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent (if in the form of a physical certificate), may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate definitive warrant certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate definitive warrant certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ,” as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) ), Section 6.1 and Section 6.36.4, the “Fair Market Value” shall mean the average last reported last sale price of the shares of Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 16 contracts
Sources: Warrant Agreement (Fortress Value Acquisition Corp. IV), Warrant Agreement (Fortress Value Acquisition Corp. IV), Warrant Agreement (Fortistar Sustainable Solutions Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder registered holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder registered holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in by good certified check or good bank draft payable to the Warrant Agent Agent, or by wire transfer of immediately available funds;; or
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) management has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.3), the “Fair Market Value” shall mean the average last reported last sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6 hereof;
Appears in 14 contracts
Sources: Warrant Agreement (Futurewave Acquisition Corp), Warrant Agreement (FortuneX Acquisition Corp), Warrant Agreement (Metals Acquisition Corp. II)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Public Warrants to exercise such Public Warrants on a “cashless basis,” by surrendering the Public Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Public Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price ), by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.36.1, the “Fair Market Value” shall mean the volume-weighted average reported last sale price of the Common Stock for Ordinary Shares as reported during the ten (10) trading days day period ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6 6.2 hereof;
Appears in 13 contracts
Sources: Warrant Agreement (Israel Acquisitions Corp), Warrant Agreement (Israel Acquisitions Corp), Warrant Agreement (Israel Acquisitions Corp)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) ), Section 6.2 and Section 6.36.4, the “Fair Market Value” shall mean the average reported last sale closing price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 12 contracts
Sources: Warrant Agreement (Anghami Inc), Warrant Agreement (Colicity Inc.), Warrant Agreement (Colicity Inc.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Public Warrants to exercise such Public Warrants on a “cashless basis,” by surrendering the Public Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Public Warrants, multiplied by the excess of difference between the Warrant Price and the “Redemption Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price ), by (y) the Redemption Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Redemption Fair Market Value” shall mean the volume-weighted average reported last sale price of the Common Stock for Ordinary Shares as reported during the ten (10) trading days day period ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Public Warrants pursuant to Section 6 6.2 hereof;
Appears in 12 contracts
Sources: Warrant Agreement (Alussa Energy Acquisition Corp. II), Warrant Agreement (Alussa Energy Acquisition Corp. II), Warrant Agreement (BTC Development Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering it to the Warrant Agent at its corporate trust department (i) with the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrantform, properly completed and executed by the Registered Holder as set forth on the reverse of the Definitive Warrant Certificate orWarrant, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s proceduresduly executed, and (iii) payment by paying in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, by wire transfer, in good certified check or good bank draft payable to the Warrant Agent or by wire Agent, provided that there is an effective registration statement covering the Ordinary Shares issuable upon exercise of immediately available fundsthe Warrants, and a current prospectus relating thereto, available;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection Section 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.36.1, the “Fair Market Value” shall mean the average reported last sale price 10-Day Average Closing Price as of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;; the “10-Day Average Closing Price” means, as of any date, the average last reported sale price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to such date. The “last reported sale price” shall mean the last reported sale price of the Ordinary Shares on the date prior to the date on which an event which requires such determination has occurred; or
Appears in 11 contracts
Sources: Warrant Agreement (Churchill Capital Corp XII), Warrant Agreement (Churchill Capital Corp XII), Warrant Agreement (Churchill Capital Corp XI)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Public Warrants to exercise such Public Warrants on a “cashless basis,” by surrendering the Public Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Public Warrants, multiplied by the excess of difference between the Warrant Price and the “Redemption Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price ), by (y) the Redemption Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Redemption Fair Market Value” shall mean the average reported last sale price of the Common Stock for Ordinary Shares as reported during the ten (10) trading days day period ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Public Warrants pursuant to Section 6 6.2 hereof;
Appears in 11 contracts
Sources: Warrant Agreement (Iron Dome Acquisition I Corp.), Warrant Agreement (Iron Dome Acquisition I Corp.), Warrant Agreement (Iron Dome Acquisition I Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent (if a physical certificate is issued), may be exercised by the Registered Holder thereof by delivering to surrendering it, at the office of the Warrant Agent Agent, or at the office of its corporate trust department (i) the Definitive successor as Warrant Certificate evidencing the Warrants to be exercised, orAgent, in the case Borough of a Book-Entry Warrant CertificateManhattan, City and State of New York, with the Warrants to be exercised (subscription form, as set forth in the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s proceduresduly executed, and (iii) payment by paying in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent or by wire transfer of immediately available funds;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.36.4, the “Fair Market Value” shall mean the average reported last sale closing price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
(c) with respect to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or any officer or director of the Company, or their Permitted Transferees, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value” shall mean the average reported closing price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; or
(d) as provided in Section 7.4 hereof.
Appears in 10 contracts
Sources: Warrant Agreement (Memic Innovative Surgery Ltd.), Warrant Agreement (Kludein I Acquisition Corp), Warrant Agreement (Kludein I Acquisition Corp)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent or by wire transfer of immediately available funds;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ,” as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported last sale closing price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 10 contracts
Sources: Warrant Agreement (HH&L Acquisition Co.), Warrant Agreement (HH&L Acquisition Co.), Warrant Agreement (HH&L Acquisition Co.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent Agent, or at the office of its corporate trust department successor as Warrant Agent, in the Borough of Manhattan, City and State of New York (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent or by wire transfer of immediately available funds;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) ), Section 6.2 and Section 6.36.4, the “Fair Market Value” shall mean the average last reported last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 9 contracts
Sources: Warrant Agreement (Wallbox B.V.), Warrant Agreement (Kensington Capital Acquisition Corp. II), Warrant Agreement (Kensington Capital Acquisition Corp. II)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by delivering to surrendering it, at the office of the Warrant Agent Agent, or at the office of its corporate trust department (i) the Definitive successor as Warrant Certificate evidencing the Warrants to be exercised, orAgent, in the case Borough of a Book-Entry Warrant CertificateManhattan, City and State of New York, with the Warrants to be exercised (subscription form, as set forth in the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s proceduresduly executed, and (iii) payment by paying in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in by good certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundstransfer;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) management has elected to require force all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.3), the “Fair Market Value” shall mean the average reported last sale closing price of the Common Stock for the ten five (105) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6 hereof;; or
(c) with respect to any Private Warrants or Working Capital Warrants, so long as such Private Warrants or Working Capital Warrants are held by the initial purchasers or their permitted transferees, by surrendering such Private Warrants or Working Capital Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided, however, that no cashless exercise shall be permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely for purposes of this Section 3.3.1(c), the “Fair Market Value” shall mean the average reported closing price of the Common Stock for the five (5) trading days ending on the third trading day prior to the date of exercise; or
(d) in the event the registration statement required by Section 7.4 hereof is not effective and current within ninety (90) days after the closing of a Business Combination, by surrendering such Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided, however, that no cashless exercise shall be permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely for purposes of this Section 3.3.1(d), the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the five (5) trading days ending on the trading day prior to the date of exercise.
Appears in 9 contracts
Sources: Warrant Agreement (Alpine Acquisition Corp.), Warrant Agreement (Alpine Acquisition Corp.), Warrant Agreement (Astrea Acquisition Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise exercise;
(c) with respect to any Private Placement Warrant, so long as such Warrants on a “cashless basis,” Private Placement Warrant is held by the Sponsor or its Permitted Transferees, by surrendering the Warrants for that number of shares of Common Stock equal to (i) if in connection with a redemption of Private Placement Warrants pursuant to Section 6.2 hereof, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise (as defined below) and (ii) in all other scenarios, the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value”, ” (as defined in this subsection 3.3.1(b) 3.3.1(c)), over the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.33.3.1(c), the “Sponsor Exercise Fair Market Value” shall mean the average last reported last sale price of the shares of Common Stock for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption exercise of the Private Placement Warrant is sent to the holders of the Warrants, pursuant to Section 6 hereofWarrant Agent;
Appears in 9 contracts
Sources: Warrant Agreement (Falcon's Beyond Global, Inc.), Warrant Agreement (Falcon's Beyond Global, Inc.), Agreement and Plan of Merger (FAST Acquisition Corp. II)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares any share of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft wire payable to the Warrant Agent or by wire of immediately available fundsAgent;
(b) in with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the event of Sponsor or a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock equal (i) if in connection with a redemption of Private Placement Warrants pursuant to Section 6.2 hereof, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise and (ii) in all other scenarios, to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3), the “Sponsor Exercise Fair Market Value” shall mean the average last reported last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption exercise of the Private Placement Warrant is sent to the holders of the Warrants, pursuant to Section 6 hereofWarrant Agent;
Appears in 8 contracts
Sources: Warrant Agreement (N2 Acquisition Holdings Corp.), Warrant Agreement (Brimstone Acquisition Holdings Corp.), Warrant Agreement (Glenfarne Merger Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock any Class A Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Class A Ordinary Shares and the issuance of such shares of Common StockClass A Ordinary Shares, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds;
(b) in the event of a redemption pursuant to Section 6 hereof 6.1 in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” ”, by surrendering the Warrants for that number of shares Class A Ordinary Shares equal to the lesser of Common Stock (1) the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the average last reported sale price of the Class A Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which notice of redemption is sent to the holders of Warrants (“Redemption Fair Market Value”) over the Warrant Price by (y) the Redemption Fair Market Value and (2) 0.361 per Warrant;
(c) with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported last sale price of the Common Stock Class A Ordinary Shares for the ten (10) 10 trading days ending on the third trading day prior to the date on which the notice of redemption exercise of the Warrant is sent to the holders of Warrant Agent (“Sponsor Fair Market Value”) over the Warrants, pursuant Warrant Price by (y) the Sponsor Fair Market Value;
(d) as provided in Section 6.2 hereof with respect to a Make-Whole Exercise; or
(e) as provided in Section 6 7.4 hereof;.
Appears in 8 contracts
Sources: Warrant Agreement (Lazard Healthcare Acquisition Corp. I), Warrant Agreement (Lazard Fintech Acquisition Corp. I), Warrant Agreement (Lazard Healthcare Acquisition Corp. I)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Exercise Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good States by certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundstransfer;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of difference between the Exercise Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average of the last reported last sale price prices of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 8 contracts
Sources: Warrant Agreement (ShoulderUP Technology Acquisition Corp.), Warrant Agreement (ShoulderUP Technology Acquisition Corp.), Warrant Agreement (Lionheart III Corp)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported last sale closing price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 8 contracts
Sources: Warrant Agreement (Battery Future Acquisition Corp.), Warrant Agreement (Battery Future Acquisition Corp.), Warrant Agreement (IX Acquisition Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant Warrant, may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.36.4, the “Fair Market Value” shall mean the average last reported last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 7 contracts
Sources: Warrant Agreement (NorthView Acquisition Corp), Warrant Agreement (NorthView Acquisition Corp), Warrant Agreement (NorthView Acquisition Corp)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent or by wire of immediately available funds;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.36.4, the “Fair Market Value” shall mean the volume weighted average reported last sale price of the Company’s Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 7 contracts
Sources: Warrant Agreement (Seaport Calibre Materials Acquisition Corp.), Warrant Agreement (Seaport Calibre Materials Acquisition Corp.), Warrant Agreement (Seaport Global Acquisition II Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 7 contracts
Sources: Warrant Agreement (Millstreet Capital Acquisition Corp.), Warrant Agreement (Seaport Global Acquisition Corp), Warrant Agreement (Mudrick Capital Acquisition Corp)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by delivering to surrendering it, at the office of the Warrant Agent Agent, or at the office of its corporate trust department successor as Warrant Agent, in the Borough of Manhattan, City and State of New York (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time), (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to with the exercise of a subscription form, as set forth in the Warrant, properly completed and duly executed by the Registered Holder on the reverse of the Definitive Warrant Certificate (or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, properly delivered by the Participant in accordance with the Depositary’s procedures), and (iii) payment by paying in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in by good certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available funds;transfer; or
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) over difference between the Warrant Price and the Fair Market Value (as defined below) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.3), the “Fair Market Value” shall mean the average last reported last sale price of the Common Stock Ordinary Shares for the ten five (105) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6 hereof;; or
Appears in 7 contracts
Sources: Warrant Agreement (Apogee Acquisition Corp), Warrant Agreement (Apogee Acquisition Corp), Warrant Agreement (Apogee Acquisition Corp)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.36.2, the “Fair Market Value” shall mean the average last reported last sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;; or
Appears in 7 contracts
Sources: Warrant Agreement (Jade Value Acquisition Corp), Warrant Agreement (Jade Value Acquisition Corp), Warrant Agreement (Apollo Acquisition Corp)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, exercised or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary Depository to an account of the Warrant Agent at the Depositary Depository designated for such purposes in writing by the Warrant Agent to the Depositary Depository from time to time, (ii) an election to purchase (“Election to Purchase”) shares of any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the DepositaryDepository’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds;
(b) in the event of a redemption pursuant to Section 6 hereof 6.1 in which the Company’s board of directors (the “Board”) has elected Company elects to require all holders of the Warrants to exercise such the Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, Value (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3), the “Fair Market Value” shall mean the volume-weighted average last reported last sale price of the Common Stock for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6 hereof;6.2; or
Appears in 6 contracts
Sources: Public Warrant Agreement (KnightSwan Acquisition Corp), Public Warrant Agreement (KnightSwan Acquisition Corp), Public Warrant Agreement (KnightSwan Acquisiton Corp)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department department: (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, ; (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, ; and (iii) payment in full of the Warrant Price with lawful money of the United States for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good by certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundstransfer;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, ,” as defined in this subsection 3.3.1(b) over the Warrant Price ), by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 6 contracts
Sources: Warrant Agreement (Minority Equality Opportunities Acquisition Inc.), Warrant Agreement (Minority Equality Opportunities Acquisition Inc.), Warrant Agreement (OmniLit Acquisition Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent Agent, or at the office of its corporate trust department successor as Warrant Agent, in the Borough of Manhattan, City and State of New York (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent or by wire transfer of immediately available funds;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported last sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 6 contracts
Sources: Warrant Agreement (Kensington Capital Acquisition Corp. IV), Warrant Agreement (Kensington Capital Acquisition Corp. IV), Warrant Agreement (Kensington Capital Acquisition Corp. IV)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department Compliance Department
(i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft wire payable to the order of the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants to be exercised by a holder for that number of shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ,” as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market ValueValue and (B) the product of 0.361 and the number of Warrants surrendered by such holder. Solely for purposes of this subsection 3.3.1(b) and Section 6.3), the “Fair Market Value” shall mean the volume-weighted average reported last sale price of the shares of Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 6 contracts
Sources: Warrant Agreement (Heartland Media Acquisition Corp.), Warrant Agreement (Heartland Media Acquisition Corp.), Warrant Agreement (Group Nine Acquisition Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft wire payable to the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant with respect to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” any Private Placement Warrant, by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to (i) if in connection with a redemption of Private Placement Warrants pursuant to Section 6.2 hereof, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise (as defined below) and (ii) in all other scenarios the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value”, ” (as defined in this subsection 3.3.1(b)) over less the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3), the “Sponsor Fair Market Value” shall mean the average last reported last sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption exercise of the Private Placement Warrant is sent to the holders of the Warrants, pursuant to Section 6 hereofWarrant Agent;
Appears in 6 contracts
Sources: Warrant Agreement (Rigel Resource Acquisition Corp.), Warrant Agreement (Rigel Resource Acquisition Corp.), Warrant Agreement (Blue Whale Acquisition Corp I)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds;
(b) in the event of a redemption Make-Whole Exercise (as defined below) pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” 6.2 hereof, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) ), Section 6.2 and Section 6.36.4, the “Fair Market Value” shall mean the volume weighted average reported last sale price of the Common Stock for during the ten (10) trading days ending on the third trading day prior to immediately following the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6 hereof. In connection with any redemption pursuant to Section 6.2, the Company shall provide the Registered Holders with the Fair Market Value no later than one (1) Business Day after the ten (10) trading day period described above ends;
Appears in 6 contracts
Sources: Warrant Agreement (RXR Acquisition Corp.), Warrant Agreement (RXR Acquisition Corp.), Warrant Agreement (Tishman Speyer Innovation Corp. II)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment by paying in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 6 contracts
Sources: Warrant Agreement (CF Corp), Warrant Agreement (CF Corp), Warrant Agreement (CF Corp)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or check, good bank draft payable to the order of the Warrant Agent or by wire of immediately available funds;transfers;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 6 contracts
Sources: Warrant Agreement (InterPrivate III Financial Partners Inc.), Warrant Agreement (InterPrivate II Acquisition Corp.), Warrant Agreement (InterPrivate III Financial Partners Inc.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, exercised or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected Company elects to require all holders of the Warrants to exercise such Warrants warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A ordinary shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares of Common Stock underlying the Warrantswarrants, multiplied by the excess of the “Fair Market Value”, Value (as defined in this subsection 3.3.1(b)) of our Class A ordinary shares over the Warrant Price exercise price of the warrants by (y) the Fair Market ValueValue and (B) 0.361 per warrant. Solely for purposes of this subsection 3.3.1(b) and Section 6.3), the “Fair Market Value” shall mean the average reported last sale closing price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption exercise of the Private Placement Warrant or Working Capital Warrant is sent to the holders of the Warrants, pursuant to Section 6 hereofWarrant Agent;
Appears in 6 contracts
Sources: Warrant Agreement (Aperture Acquisition Corp), Warrant Agreement (Waverley Capital Acquisition Corp. 1), Warrant Agreement (Aperture Acquisition Corp)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in good by certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundstransfer;
(b) in the event of a redemption pursuant to Section 6 7 hereof in which the Company’s board of directors (the “Board”) Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, ,” as defined in this subsection 3.3.1(b) over the Warrant Price 4.3.1(b), by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b4.3.1(b) and Section 6.37.3, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 7 hereof;
Appears in 6 contracts
Sources: Warrant Agreement (Urgent.ly Inc.), Warrant Agreement (Alpha Tau Medical Ltd.), Warrant Agreement (Healthcare Capital Corp/De)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in good certified check or check, in good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ” (as defined in this subsection 3.3.1(b) )), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the The “Fair Market Value” shall mean the average last reported last sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6 6.1 hereof;
Appears in 5 contracts
Sources: Warrant Agreement (SharonAI Holdings, Inc.), Warrant Agreement (Wejo Holdings Ltd.), Warrant Agreement (TKB Critical Technologies 1)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant Warrant, may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.36.4, the “Fair Market Value” shall mean the average last reported last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 5 contracts
Sources: Warrant Agreement (Breeze Holdings Acquisition Corp.), Warrant Agreement (Breeze Holdings Acquisition Corp.), Warrant Agreement (Good Works Acquisition Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock Ordinary Shares as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in good by certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundstransfer;
(b) in the event of a redemption pursuant [reserved];
(c) with respect to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” any Private Placement Warrant or Working Capital Warrant, by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price 3.3.1(c), by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.33.3.1(c), the “Fair Market Value” shall mean the average reported last sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption exercise of the Warrant is sent to the holders of the Warrants, pursuant to Section 6 hereofWarrant Agent;
Appears in 5 contracts
Sources: Warrant Agreement (ONS Acquisition Corp.), Warrant Agreement (ONS Acquisition Corp.), Warrant Agreement (ONS Acquisition Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent or by wire transfer of immediately available funds;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported last sale closing price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 5 contracts
Sources: Warrant Agreement (Landcadia Holdings IV, Inc.), Warrant Agreement (Landcadia Holdings III, Inc.), Warrant Agreement (Landcadia Holdings III, Inc.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market ValueValue and (B) 0.361. Solely for purposes of this subsection 3.3.1(b) ), Section 6.1 and Section 6.36.4, the “Fair Market Value” shall mean the volume weighted average reported last sale price of shares of the Common Stock for the ten (10) trading days ending on the third trading day prior to immediately following the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 6.1 hereof;
Appears in 5 contracts
Sources: Warrant Agreement (Big Sky Growth Partners, Inc.), Warrant Agreement (Big Sky Growth Partners, Inc.), Warrant Agreement (Big Sky Growth Partners, Inc.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft wire payable to the Warrant Agent or by wire of immediately available fundsAgent.;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 5 contracts
Sources: Warrant Agreement (Broadmark Realty Capital Inc.), Warrant Agreement (Trinity Sub Inc.), Warrant Agreement (Trinity Merger Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundstransfer;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported last sale price of the shares of Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;; or
Appears in 5 contracts
Sources: Warrant Agreement (Qomolangma Acquisition Corp.), Warrant Agreement (Qomolangma Acquisition Corp.), Warrant Agreement (Qomolangma Acquisition Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 5 contracts
Sources: Warrant Agreement (ECARX Holdings Inc.), Warrant Agreement (COVA Acquisition Corp.), Warrant Agreement (COVA Acquisition Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Class A ordinary shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full Class A ordinary share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A ordinary shares of Common Stock and the issuance of such shares of Common StockClass A ordinary shares, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Public Warrants to exercise such Public Warrants on a “cashless basis,” by surrendering the Public Warrants for that number of Class A ordinary shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares of Common Stock underlying the Public Warrants, multiplied by the excess of difference between the Warrant Price and the “Redemption Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price ), by (y) the Redemption Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Redemption Fair Market Value” shall mean the volume-weighted average reported last sale price of the Common Stock for Class A ordinary shares as reported during the ten (10) trading days day period ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Public Warrants pursuant to Section 6 6.2 hereof;
Appears in 5 contracts
Sources: Warrant Agreement (TGE Value Creative Solutions Corp), Assignment, Assumption and Amendment Agreement (Generation Essentials Group), Warrant Agreement (Generation Essentials Group)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft wire payable to the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Public Warrants to exercise such Public Warrants on a “cashless basis,” by surrendering the Public Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Public Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price ), by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.36.1, the “Fair Market Value” shall mean the average last reported last sale price of the Common Stock for Ordinary Shares as reported during the ten (10) trading days day period ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6 6.2 hereof;
Appears in 5 contracts
Sources: Warrant Agreement (Consilium Acquisition Corp I, Ltd.), Warrant Agreement (EVe Mobility Acquisition Corp), Warrant Agreement (EVe Mobility Acquisition Corp)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock any Class A Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Class A Ordinary Shares and the issuance of such shares of Common StockClass A Ordinary Shares, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) Board has elected to require all holders of the Public Warrants to exercise such Public Warrants on a “cashless basis,” by surrendering the Public Warrants for that number of shares of Common Stock Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Class A Ordinary Shares underlying the Public Warrants, multiplied by the excess of difference between the Warrant Price and the “Redemption Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price ), by (y) the Redemption Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Redemption Fair Market Value” shall mean the volume-weighted average reported last sale price of the Common Stock for Class A Ordinary Shares as reported during the ten (10) trading days day period ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Public Warrants pursuant to Section 6 6.2 hereof;
Appears in 5 contracts
Sources: Warrant Agreement (BHAV Acquisition Corp), Warrant Agreement (Spring Valley Acquisition Corp. IV), Warrant Agreement (BHAV Acquisition Corp)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares any share of Class A Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Class A Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Class A Common Stock and the issuance of such shares of Class A Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft wire payable to the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) ), Section 6.1 and Section 6.36.4, the “Fair Market Value” shall mean the average reported last sale closing price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 6.1 hereof;
Appears in 5 contracts
Sources: Warrant Agreement (Jupiter Acquisition Corp), Warrant Agreement (Jupiter Acquisition Corp), Warrant Agreement (Jupiter Acquisition Corp)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in good by certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundstransfer;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price by (y) the Fair Market ValuePrice. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 5 contracts
Sources: Warrant Agreement (Hainan Manaslu Acquisition Corp.), Warrant Agreement (Hainan Manaslu Acquisition Corp.), Warrant Agreement (Pomelo Acquisition Corp LTD)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary Depository to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary Depository from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the DepositaryDepository’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds;
(b) in the event of a redemption pursuant to Section 6 hereof 6.1 in which the Company’s board of directors (the “Board”) has elected Company elects to require all holders of the Warrants to exercise such the Warrants on a “cashless basis,” ”, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, Value (as defined in this subsection 3.3.1(b)) of the number of shares of Common Stock over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the volume-weighted average last reported last sale price of the Common Stock as reported for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof6.2;
Appears in 4 contracts
Sources: Public Warrant Agreement (M3-Brigade Acquisition III Corp.), Public Warrant Agreement (M3-Brigade Acquisition III Corp.), Public Warrant Agreement (M3-Brigade Acquisition III Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Shares and the issuance of such shares of Common StockShares, as follows:
(a) in lawful money of the United States, in good bank draft or good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported last sale closing price of the Common Stock Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;; or
Appears in 4 contracts
Sources: Warrant Agreement (Ai Strategy Inc.), Warrant Agreement (Miluna Acquisition Corp), Warrant Agreement (Miluna Acquisition Corp)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ” (as defined in this subsection 3.3.1(b)) over the Warrant Price by (y) the Fair Market ValueValue and (B) 0.361. Solely for purposes of this subsection 3.3.1(b) ), Section 6.2 and Section 6.36.4, the “Fair Market Value” shall mean the average last reported last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 4 contracts
Sources: Warrant Agreement (Novus Capital Corp II), Warrant Agreement (Novus Capital Corp II), Warrant Agreement (Panacea Acquisition Corp)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock any Class A Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Class A Ordinary Shares and the issuance of such shares of Common StockClass A Ordinary Shares, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Public Warrants to exercise such Public Warrants on a “cashless basis,” by surrendering the Public Warrants for that number of shares of Common Stock Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Class A Ordinary Shares underlying the Public Warrants, multiplied by the excess of difference between the Warrant Price and the “Redemption Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price ), by (y) the Redemption Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Redemption Fair Market Value” shall mean the volume-weighted average reported last sale price of the Common Stock for Class A Ordinary Shares as reported during the ten (10) trading days day period ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Public Warrants pursuant to Section 6 6.2 hereof;
Appears in 4 contracts
Sources: Warrant Agreement (Plum Acquisition Corp, IV), Warrant Agreement (Plum Acquisition Corp, IV), Warrant Agreement (Plum Acquisition Corp, IV)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft wire payable to the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Public Warrants to exercise such Public Warrants on a “cashless basis,” by surrendering the Public Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Public Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price ), by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.36.1, the “Fair Market Value” shall mean the volume-weighted average reported last sale price of the Common Stock for Ordinary Shares as reported during the ten (10) trading days day period ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6 6.2 hereof;
Appears in 4 contracts
Sources: Warrant Agreement (AXIOS Sustainable Growth Acquisition Corp), Warrant Agreement (AXIOS Sustainable Growth Acquisition Corp), Warrant Agreement (Perception Capital Corp. II)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares any share of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft wire payable to the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Public Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Public Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Public Warrants, pursuant to Section 6 hereof;
Appears in 4 contracts
Sources: Warrant Agreement (New Beginnings Acquisition Corp. III), Warrant Agreement (New Beginnings Acquisition Corp. II), Warrant Agreement (New Beginnings Acquisition Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent or by wire transfer of immediately available funds;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.36.4, the “Fair Market Value” shall mean the average reported last sale closing price of the Common Stock for the ten (10) 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 4 contracts
Sources: Warrant Agreement (Artemis Strategic Investment Corp), Warrant Agreement (Artemis Strategic Investment Corp), Warrant Agreement (Artemis Strategic Investment Corp)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary Depository to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary Depository from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the DepositaryDepository’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Sponsor Fair Market Value”, ” (as defined in this subsection 3.3.1(b)) over less the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption exercise of the Private Placement Warrant or Working Capital Warrant is sent to the holders Warrant Agent; The Warrant Agent shall forward funds received for warrant exercises in a given month by the (5th) business day of the Warrants, pursuant following month by wire transfer to Section 6 hereof;an account designated by the Company.
Appears in 4 contracts
Sources: Private Warrant Agreement (M3-Brigade Acquisition III Corp.), Private Warrant Agreement (M3-Brigade Acquisition III Corp.), Private Warrant Agreement (M3-Brigade Acquisition III Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good States dollars by certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundstransfer;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 4 contracts
Sources: Warrant Agreement (CF Acquisition Corp. VIII), Warrant Agreement (CF Acquisition Corp. VIII), Warrant Agreement (CF Acquisition Corp. VII)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ” (as defined in this subsection 3.3.1(b)) over the Warrant Price by (y) the Fair Market ValueValue and (B) 0.361. Solely for purposes of this subsection 3.3.1(b) ), Section 6.1 and Section 6.36.4, the “Fair Market Value” shall mean the volume-weighted average reported last sale price of the Common Stock for as reported during the ten (10) trading days ending on the third trading day prior to immediately following the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 4 contracts
Sources: Warrant Agreement (KINS Technology Group, Inc.), Warrant Agreement (KINS Technology Group, Inc.), Warrant Agreement (KINS Technology Group, Inc.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Public Warrants to exercise such Public Warrants on a “cashless basis,” by surrendering the Public Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Public Warrants, multiplied by the excess of difference between the Warrant Price and the “Redemption Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price ), by (y) the Redemption Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Redemption Fair Market Value” shall mean the volume-weighted average reported last sale price of the Common Stock for Ordinary Shares as reported during the ten (10) trading days day period ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Public Warrants pursuant to Section 6 6.2 hereof;
Appears in 4 contracts
Sources: Warrant Agreement (Jackson Acquisition Co II), Warrant Agreement (GP-Act III Acquisition Corp.), Warrant Agreement (GP-Act III Acquisition Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) ), Section 6.1 and Section 6.36.4, the “Fair Market Value” shall mean the average reported last sale closing price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 6.1 hereof;
Appears in 4 contracts
Sources: Warrant Agreement (Property Solutions Acquisition Corp. II), Warrant Agreement (Property Solutions Acquisition Corp. II), Warrant Agreement (Property Solutions Acquisition Corp. II)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft wire payable to the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Public Warrants to exercise such Public Warrants on a “cashless basis,” by surrendering the Public Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Public Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price ), by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.36.1, the “Fair Market Value” shall mean the volume-weighted average reported last sale price of the shares of Common Stock for as reported during the ten (10) trading days day period ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6 6.2 hereof;
Appears in 3 contracts
Sources: Warrant Agreement (Arbor Rapha Capital Bioholdings Corp. I), Warrant Agreement (Arbor Rapha Capital Bioholdings Corp. I), Warrant Agreement (Arbor Rapha Capital Bioholdings Corp. I)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary Depositary, to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in good by certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds;
(b) in the event of a redemption pursuant to Section 6 the terms hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ,” as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported last sale closing price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day period prior to the date on which the notice of redemption is sent to the holders of the WarrantsWarrant, pursuant to Section 6 the terms hereof;
Appears in 3 contracts
Sources: Warrant Agreement (Capitalworks Emerging Markets Acquisition Corp), Warrant Agreement (Capitalworks Emerging Markets Acquisition Corp), Warrant Agreement (Capitalworks Emerging Markets Acquisition Corp)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) The Participating Holders shall effect the Definitive Warrant Certificate evidencing purchase of the Warrants Remaining Shares with payment by check or wire transfer against delivery of the Remaining Shares to be exercisedpurchased at a time and place agreed upon between the parties, orwhich time shall be no later than [***] after Delivery to the Company of the Transfer Notice, in unless the case Transfer Notice contemplated a later closing with the prospective third-party transferee(s) or unless the value of a Book-Entry Warrant Certificate, the Warrants consideration to be exercised (paid for the “Book-Entry Warrants”) on the records of the Depositary Offered Shares has not yet been established pursuant to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, Section 2.1(e)(ii).
(ii) an election to Should the purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, price specified in the case Transfer Notice or Additional Transfer Notice be payable in a form of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full consideration other than cash or evidences of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrantindebtedness, the exchange of the Warrant for the shares of Common Stock Company (and the issuance Participating Holders) shall have the right to pay such purchase price in an amount of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent or by wire of immediately available funds;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock cash equal to the quotient obtained fair market value of such consideration. If the Selling Common Holder and the Company (or the Participating Holders) cannot agree on such fair market value within [***] after Delivery to the Company of the Transfer Notice (or the Delivery of the Additional Transfer Notice to the Holders), the valuation shall be made by dividing an appraiser of recognized standing selected by the Selling Common Holder and the Company (xor [***] of the Participating Holders) or, if they cannot agree on an appraiser within [***] after Delivery to the product Company of the Transfer Notice (or the Delivery of the Additional Transfer Notice to the Holders), each shall select an appraiser of recognized standing and those appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by the Selling Common Holder, on the one hand, and the Company (and, to the extent there are any, the Participating Holders, on the other hand, with that half of the cost to be borne by the Company and the Participating Holders to be apportioned on a pro rata basis based on the number of shares each such party has expressed an interest in purchasing pursuant to this Section 2). If the time for the closing of Common Stock underlying the Warrants, multiplied Company’s purchase or the Participating Holders’ purchase has expired but the determination of the value of the purchase price offered by the excess of the “Fair Market Value”prospective transferee(s) has not been finalized, as defined in this subsection 3.3.1(b) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” then such closing shall mean the average reported last sale price of the Common Stock for the ten (10) trading days ending be held on the third trading day or prior to the date on which the notice of redemption is sent to the holders of the Warrants, [***] after such valuation shall have been made pursuant to this Section 6 hereof;2.1(e)(ii).
Appears in 3 contracts
Sources: First Refusal and Co Sale Agreement (PureTech Health PLC), First Refusal and Co Sale Agreement (PureTech Health PLC), First Refusal and Co Sale Agreement (PureTech Health PLC)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good States dollars by certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundstransfer;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the volume weighted average last reported last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6 hereof;; or
Appears in 3 contracts
Sources: Warrant Agreement (CF Acquisition Corp. VII), Warrant Agreement (Excolere Acquisition Corp.), Warrant Agreement (CF Acquisition Corp. VII)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good by certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundstransfer;
(b) in the event of a redemption pursuant to Section 6 hereof in which the CompanyShelf’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 3 contracts
Sources: Warrant Agreement (Nextnav Inc.), Warrant Agreement (Nextnav Inc.), Warrant Agreement (Spartacus Acquisition Shelf Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder registered holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary Depository to an account of the Warrant Agent at the Depositary Depository designated for such purposes in writing by the Warrant Agent to the Depositary Depository from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder registered holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the DepositaryDepository’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in good bank draft or good certified check payable to the order of the Warrant Agent, or good bank draft by wire transfer of immediately available funds payable to the Warrant Agent or by wire of immediately available funds;Agent; or
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ” (as defined in this subsection 3.3.1(b)) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported last sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;6; or
Appears in 3 contracts
Sources: Warrant Agreement (Aldabra 4 Liquidity Opportunity Vehicle, Inc.), Warrant Agreement (Cartesian Growth Corp III), Warrant Agreement (Cartesian Growth Corp III)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft wire payable to the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant [Reserved];
(c) with respect to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” any Private Placement Warrant, by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to (i) if in connection with a redemption of Private Placement Warrants pursuant to Section 6.2 hereof, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise (as defined below) and (ii) in all other scenarios the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Sponsor Fair Market Value”, ” (as defined in this subsection 3.3.1(b3.3.1(c)) over less the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.33.3.1(c), the “Sponsor Fair Market Value” shall mean the average last reported last sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption exercise of the Private Placement Warrant is sent to the holders of the Warrants, pursuant to Section 6 hereofWarrant Agent;
Appears in 3 contracts
Sources: Warrant Agreement (7 Acquisition Corp), Warrant Agreement (7 Acquisition Corp), Warrant Agreement (7 Acquisition Corp)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares any share of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft wire payable to the Warrant Agent or by wire of immediately available fundsAgent;
(b) in with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the event of a redemption pursuant to Section 6 hereof in which Sponsor, the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” Underwriter or their Permitted Transferees, by surrendering the Warrants for that number of shares of Common Stock equal (i) if in connection with a redemption of Private Placement Warrants pursuant to Section 6.2 hereof, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise and (ii) in all other scenarios, to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3), the “Sponsor Exercise Fair Market Value” shall mean the average last reported last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption exercise of the Private Placement Warrant is sent to the holders of the Warrants, pursuant to Section 6 hereofWarrant Agent;
Appears in 3 contracts
Sources: Warrant Agreement (Home Plate Acquisition Corp), Warrant Agreement (Home Plate Acquisition Corp), Warrant Agreement (Home Plate Acquisition Corp)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any shares of Class A Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Class A Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Class A Common Stock and the issuance of such shares of Class A Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price Price, by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.36.2, the “Fair Market Value” shall mean the volume weighted average last reported last sale price of the Class A Common Stock for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;; or
Appears in 3 contracts
Sources: Warrant Agreement (Prime Number Acquisition I Corp.), Warrant Agreement (Prime Number Acquisition I Corp.), Warrant Agreement (Prime Number Acquisition I Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundstransfer;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 3 contracts
Sources: Warrant Agreement (Crypto 1 Acquisition Corp), Warrant Agreement (Crypto 1 Acquisition Corp), Warrant Agreement (Crypto 1 Acquisition Corp)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good by certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundstransfer;
(b) in [reserved];
(c) with respect to any Private Placement Warrant, Working Capital Warrant or Extension Loan Warrant, or the event of a redemption pursuant Post-IPO warrants to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” extent applicable, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price 3.3.1(c), by (y) the Fair Market Value. Solely for For purposes of this subsection 3.3.1(b3.3.1(c) and Section 6.3subsection 7.4.1, below, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption exercise of the Warrant is sent to the holders Warrant Agent by the holder of the Warrantssuch Warrants or his, pursuant her or its securities broker or intermediary;
(d) as provided in Section 6.2 hereof with respect to a Make-Whole Exercise
(e) as provided in Section 6 7.4 hereof;.
Appears in 3 contracts
Sources: Warrant Agreement (CIIG Capital Partners II, Inc.), Warrant Agreement (CIIG Capital Partners II, Inc.), Warrant Agreement (CIIG Capital Partners II, Inc.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ” (as defined in this subsection 3.3.1(b)) over the Warrant Price by (y) the Fair Market ValueValue and (B) 0.361. Solely for purposes of this subsection 3.3.1(b) ), Section 6.1 and Section 6.36.4, the “Fair Market Value” shall mean the average last reported last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 3 contracts
Sources: Warrant Agreement (Stratim Cloud Acquisition Corp.), Warrant Agreement (Stratim Cloud Acquisition Corp.), Warrant Agreement (Stratim Cloud Acquisition Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in good certified check or check, in good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ,” as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 6.1 hereof;
Appears in 3 contracts
Sources: Warrant Agreement (Heramba Electric PLC), Warrant Agreement (Project Energy Reimagined Acquisition Corp.), Warrant Agreement (Heramba Electric PLC)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) ), Section 6.1 and Section 6.36.4, the “Fair Market Value” shall mean the average reported last sale closing price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 6.1 hereof;
Appears in 3 contracts
Sources: Warrant Agreement (One), Warrant Agreement (One), Warrant Agreement (One)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundstransfer;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;; or
Appears in 3 contracts
Sources: Warrant Agreement (Giant Oak Acquisition Corp), Warrant Agreement (Flag Ship Acquisition Corp), Warrant Agreement (Flag Ship Acquisition Corp)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares any Shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Class A Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Class A Common Stock and the issuance of such shares of Class A Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or check, good bank draft or wire payable to the order of the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.36.2, the “Fair Market Value” shall mean the average last reported last sale price of the Class A Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;; or
Appears in 3 contracts
Sources: Warrant Agreement (Fortune Rise Acquisition Corp), Warrant Agreement (Fortune Rise Acquisition Corp), Warrant Agreement (Fortune Rise Acquisition Corp)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant in book-Entry entry form by causing the Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary transferred to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time), (ii) together with an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder thereof on the reverse of the Definitive Warrant Certificate Warrant, or, in the case of a BookWarrant in book-Entry Warrant Certificateentry form, properly delivered by the applicable Participant in accordance with the Depositary’s procedures, and (iii) payment by paying in full of the Warrant Exercise Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft or by wire transfer payable to the order of the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants to be exercised by a holder for that number of shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Exercise Price by (y) the Fair Market ValueValue and (B) the product of 0.361 and the number of Warrants surrendered by such holder. Solely for purposes of this subsection 3.3.1(b) ), Section 6.2 and Section 6.36.4, the “Fair Market Value” shall mean the volume-weighted average reported last sale price of the Common Stock for as reported during the ten (10) trading days ending on the third trading day prior to immediately following the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 3 contracts
Sources: Warrant Agreement (Oyster Enterprises Acquisition Corp.), Warrant Agreement (Oyster Enterprises Acquisition Corp.), Warrant Agreement (Oyster Enterprises Acquisition Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money Within five (5) days after Approving a Payment Request or after the Deemed Approval of a Payment Request, the United States, in good certified check or good bank draft payable Director of Public Works will forward the counter-signed Approved Payment Request to the Warrant Agent or by wire Agency. If the Director of immediately available funds;Public Works has not forwarded a counter-signed Approved Payment Request within that period, Developer will have the right to deliver the unsigned Payment Request, together with proof of its delivery to the Director of Public Works, directly to the Agency, with a copy to the Director of Public Works.
(b) The Developer Allocations will be presumed to be reasonable and will be accepted for all purposes of this Agreement unless the Agency notifies Developer of the Agency’s good-faith objection to the Developer Allocation shown in the event Payment Request within five (5) days after the Agency receives the counter-signed Payment Request from the Director of Public Works or unsigned Payment Request and proof of delivery from Developer. If the Agency has timely objected to the Developer Allocation, then the Agency and Developer will promptly meet and confer in an attempt to agree on how to allocate such costs on a redemption pursuant to Section 6 hereof in which the Company’s board of directors reasonable basis (the “BoardAgreed-Upon Allocation”).
(c) has elected The Agency Finance Deputy must pay the Actual Cost to require all holders the extent of available Identified Funding Sources within fifteen (15) business days after the Agency’s receipt of a counter-signed Approved Payment Request (or an unsigned Payment Request and proof of delivery). If the Agency objected to the Developer Allocation under Section 4.3(b), then the Agency may withhold payment of the Warrants Developer Allocation until the Agency and Developer agree on the Agreed-Upon Allocation, in which case the withheld allocations will be paid by the Agency to exercise Developer within fifteen (15) business days thereafter. At the written request of Developer, the Agency will make payments under any Approved or Deemed Approved Payment Requests directly to a Third Party, such Warrants on as a “cashless basis,” by surrendering contractor or supplier of materials.
(d) The Agency and Developer acknowledge sections 4.4(c), 4.6(a), and 4.6(b) of the Warrants for that number of shares of Common Stock equal Financing Plan as they apply to the quotient obtained by dividing (x) relative timing of acceptance of Acquisition Facilities and Components and the product payment of the number Actual Cost of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) such Acquisition Facilities and Section 6.3, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;Components.
Appears in 3 contracts
Sources: Acquisition and Reimbursement Agreement, Acquisition and Reimbursement Agreement, Acquisition and Reimbursement Agreement
Payment. Subject to the provisions of the Warrant and this Agreement, Agreement a Warrant may be exercised by the Registered Holder thereof by delivering it to the Warrant Agent at its corporate trust department (i) with the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrantform, properly completed and executed by the Registered Holder as set forth on the reverse of the Definitive Warrant Certificate orWarrant, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s proceduresduly executed, and (iii) payment by paying in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, by wire transfer, in good certified check or good bank draft payable to the Warrant Agent or by wire Agent, provided that there is an effective registration statement covering the Ordinary Shares issuable upon exercise of immediately available fundsthe Warrants, and a current prospectus relating thereto, available;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection Section 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.36.1, the “Fair Market Value” shall mean the average reported last sale price 10-Day Average Closing Price as of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;; the “10-Day Average Closing Price” means, as of any date, the average last reported sale price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to such date. The “last reported sale price” shall mean the last reported sale price of the Ordinary Shares on the date prior to the date on which an event which requires such determination has occurred; or
Appears in 3 contracts
Sources: Warrant Agreement (Churchill Capital Corp IX/Cayman), Warrant Agreement (Churchill Capital Corp IX/Cayman), Warrant Agreement (Churchill Capital Corp IX/Cayman)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent or by wire transfer of immediately available funds;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) ), Section 6.2 and Section 6.36.4, the “Fair Market Value” shall mean the average reported last sale closing price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 3 contracts
Sources: Warrant Agreement (Diamond Eagle Acquisition Corp. \ DE), Warrant Agreement (Diamond Eagle Acquisition Corp. \ DE), Warrant Agreement (Diamond Eagle Acquisition Corp. \ DE)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any shares of Common Stock Class A common stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price (as adjusted pursuant to the terms of the Warrant and this Agreement, if applicable) for each full share of Common Stock Class A common stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Class A common stock and the issuance of such shares of Common StockClass A common stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors [Reserved];
(the “Board”c) has elected to require all holders of the Warrants to exercise such Warrants [Reserved];
(d) on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined provided in this subsection 3.3.1(bSection 6.2 hereof with respect to a Redemption Settlement; or
(e) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and on a cashless basis, as provided in Section 6.3, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 7.4 hereof;.
Appears in 3 contracts
Sources: Warrant Agreement (LF Capital Acquisition Corp. II), Warrant Agreement (LF Capital Acquisition Corp. II), Warrant Agreement (LF Capital Acquisition Corp. II)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Class A ordinary shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full Class A ordinary share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A ordinary shares of Common Stock and the issuance of such shares of Common StockClass A ordinary shares, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A ordinary shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.36.4, the “Fair Market Value” shall mean the average reported last sale closing price of the Common Stock Public Subunits or the Class A ordinary shares, as the case may be, for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 3 contracts
Sources: Warrant Agreement (Global SPAC Partners Co,), Warrant Agreement (Global SPAC Partners Co,), Warrant Agreement (Global SPAC Partners Co,)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in good certified check or check, in good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 6.1 hereof;
Appears in 3 contracts
Sources: Warrant Agreement (Project Energy Reimagined Acquisition Corp.), Warrant Agreement (Project Energy Reimagined Acquisition Corp.), Warrant Agreement (Project Energy Reimagined Acquisition Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;such
Appears in 3 contracts
Sources: Warrant Agreement (Direct Selling Acquisition Corp.), Warrant Agreement (Direct Selling Acquisition Corp.), Warrant Agreement (Direct Selling Acquisition Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust compliance department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ,” as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) ), Section 6.1 and Section 6.36.4, the “Fair Market Value” shall mean the average last reported last sale price of the shares of Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 3 contracts
Sources: Warrant Agreement (Longview Acquisition Corp.), Warrant Agreement (Longview Acquisition Corp.), Warrant Agreement (Longview Acquisition Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department Compliance Department
(i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ,” as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) ), Section 6.1 and Section 6.36.4, the “Fair Market Value” shall mean the average last reported last sale price of the shares of Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 3 contracts
Sources: Warrant Agreement (CHP Merger Corp.), Warrant Agreement (CHP Merger Corp.), Warrant Agreement (CHP Merger Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department department: (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, ; (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, ; and (iii) payment in full of the Warrant Price with lawful money of the United States for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good by certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundstransfer;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board Board of directors Directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, ,” as defined in this subsection 3.3.1(b) over the Warrant Price ), by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 3 contracts
Sources: Warrant Agreement (Syntec Optics Holdings, Inc.), Warrant Agreement (OmniLit Acquisition Corp.), Warrant Agreement (OmniLit Acquisition Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election subscribe for(“Election to PurchaseSubscribe”) shares of Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundstransfer;
(b) in the event of a redemption pursuant to Section 6 7 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(bSection 4.3.1(b) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(bSection 4.3.1(b) and Section 6.37.3, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock Ordinary Shares for the ten (10) 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 7 hereof;
Appears in 3 contracts
Sources: Warrant Agreement (European Sustainable Growth Acquisition Corp.), Warrant Agreement (Ads-Tec Energy Public LTD Co), Warrant Agreement (European Sustainable Growth Acquisition Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder registered holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in by good certified check or good bank draft wire payable to the Warrant Agent Agent, or by wire transfer of immediately available funds;; or
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) management has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.3), the “Fair Market Value” shall mean the average last reported last sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6 hereof;
Appears in 3 contracts
Sources: Warrant Agreement (Safeguard Acquisition Corp.), Warrant Agreement (Safeguard Acquisition Corp.), Warrant Agreement (Safeguard Acquisition Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Public Warrants to exercise such Public Warrants on a “cashless basis,” by surrendering the Public Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Public Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price ), by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.36.1, the “Fair Market Value” shall mean the volume-weighted average reported last sale price of the Common Stock for as reported during the ten (10) trading days day period ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6 6.2 hereof;
Appears in 3 contracts
Sources: Warrant Agreement (Clean Earth Acquisitions Corp.), Warrant Agreement (Clean Earth Acquisitions Corp.), Warrant Agreement (Clean Earth Acquisitions Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent at its corporate trust department with the subscription form, as set forth in the Warrant, duly executed (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant in book-Entry entry form, by delivering the Warrant Certificate, and providing the Warrants to be exercised (the “Book-Entry Warrants”) information on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant subscription form in accordance with the Depositary’s procedures), and (iii) payment by paying in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised (including by cashless exercise) and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft wire payable to the Warrant Agent or by wire of immediately available fundsAgent;
(b) in [Reserved];
(c) with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the event of Sponsor or a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock equal to (i) if in connection with a redemption of Private Placement Warrants pursuant to Section 6.2 hereof, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise (as defined below) and (ii) in all other scenarios, the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value”, ” (as defined in this subsection 3.3.1(b3.3.1(c)) over less the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.33.3.1(c), the “Sponsor Fair Market Value” shall mean the average last reported last sale price of the shares of Common Stock for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption exercise of the Private Placement Warrant is sent to the holders of the Warrants, pursuant to Section 6 hereofWarrant Agent;
Appears in 3 contracts
Sources: Warrant Agreement (Jackson Acquisition Co), Warrant Agreement (Jackson Acquisition Co), Warrant Agreement (Jackson Acquisition Co)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent or by wire transfer of immediately available funds;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Redemption Fair Market Value”, ” (as defined in this subsection 3.3.1(b)) over the Warrant Price by (y) the Redemption Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3), the “Redemption Fair Market Value” shall mean the average last reported last sale price of the Common Stock for the ten (10) trading days day period ending on the third trading day immediately prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 6.3 hereof;
Appears in 3 contracts
Sources: Warrant Agreement (Integral Acquisition Corp 1), Warrant Agreement (Integral Acquisition Corp 1), Warrant Agreement (Integral Acquisition Corp 1)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate (if any) evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and duly executed by the Registered Holder on the reverse of the Definitive Warrant Certificate (if any) or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) ), Section 6.2 and Section 6.36.4, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;; or
Appears in 3 contracts
Sources: Warrant Agreement (Gores Holdings X, Inc. / CI), Warrant Agreement (Gores Holdings X, Inc. / CI), Warrant Agreement (Gores Holdings X, Inc. / CI)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent (if in the form of a physical certificate), may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department trust
(i) the Definitive Warrant Certificate definitive warrant certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate definitive warrant certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ,” as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) ), Section 6.1 and Section 6.36.4, the “Fair Market Value” shall mean the average last reported last sale price of the shares of Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 2 contracts
Sources: Warrant Agreement (TLG Acquisition One Corp.), Warrant Agreement (TLG Acquisition One Corp.)
Payment. Subject (a) As soon as administratively practicable following the vesting date(s) of the Units pursuant to Section 2 above, but in no event later than the 15th day of the third month of the year following the calendar year in which the Units vest, the Company shall distribute to the Participant (or to the Participant’s estate in the event of death) the Shares of Common Stock represented by Units that vested on such vesting date[, subject to reduction pursuant to Section 3(b)].
(b) On each date on which Units vest hereunder, the Participant will satisfy the tax withholding obligation due on each date on which Units vest hereunder through the retention by the Company of Shares subject to Units scheduled to vest on such date. Accordingly, the Participant hereby instructs the Company to take whatever action is necessary or advisable such that, with no further action by the Participant, on date on which Units vest hereunder, the Company deducts from the Shares of Common Stock that would otherwise be distributed to the participant pursuant to Section 3(a) with respect to such vesting of Units a number of Shares with a value equal to the Company’s minimum statutory withholding obligations, based on the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that result from the vesting of Units on such date hereunder, with the value of one Share for such purpose being equal to the closing price of the Company’s common stock on the trading day preceding the vesting date.
(c) As of the date hereof, the Participant is not aware of any material nonpublic information about the Company or its common stock. The Participant has entered into the commitments described in Section 3(b) in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Securities Exchange Act of 1934. It is the intention of the Participant that Section 3(b) comply with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, and Section 3(b) shall be interpreted to comply with the requirements of such rule.
(d) The Company shall not be obligated to issue to the Participant the Shares upon the vesting of any Unit (or otherwise) unless the issuance and delivery of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case requirements of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any stock exchange upon which shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent or by wire of immediately available funds;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;may be issued.
Appears in 2 contracts
Sources: Restricted Stock Unit Agreement (Perkinelmer Inc), Restricted Stock Unit Agreement (Perkinelmer Inc)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds;
(b) in the event of a redemption Make-Whole Exercise pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” 6.2, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) ), Section 6.2 and Section 6.36.4, the “Fair Market Value” shall mean the volume weighted average reported last sale price of the Common Stock for during the ten (10) trading days ending on the third trading day prior to immediately following the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof. In connection with any redemption pursuant to Section 6.2, the Company shall provide the Registered Holders with the Fair Market Value no later than one (1) Business Day after the ten (10) trading day period described above ends;
Appears in 2 contracts
Sources: Warrant Agreement (CONX Corp.), Warrant Agreement (CONX Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundspayable to the Warrant Agent;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ” (as defined in this subsection 3.3.1(b)) over the Warrant Price by (y) the Fair Market ValueValue and (B) 0.361. Solely for purposes of this subsection 3.3.1(b) ), Section 6.1 and Section 6.36.4, the “Fair Market Value” shall mean the average last reported last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 2 contracts
Sources: Warrant Agreement (Berenson Acquisition Corp. I), Warrant Agreement (Berenson Acquisition Corp. I)
Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder registered holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder registered holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in by good certified check or good bank draft payable to the Warrant Agent Agent, or by wire transfer of immediately available funds;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) management has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.3), the “Fair Market Value” shall mean the average last reported last sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6 hereof;; or
Appears in 2 contracts
Sources: Warrant Agreement (Long Table Growth Corp.), Warrant Agreement (Long Table Growth Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft wire payable to the order of the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Public Warrants to exercise such Public Warrants on a “cashless basis,” by surrendering the Public Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Public Warrants, multiplied by the excess of difference between the Warrant Price and the “Redemption Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price ), by (y) the Redemption Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Redemption Fair Market Value” shall mean the volume-weighted average reported last sale price of the Common Stock for Ordinary Shares as reported during the ten (10) trading days day period ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Public Warrants pursuant to Section 6 6.2 hereof;
Appears in 2 contracts
Sources: Warrant Agreement (Art Technology Acquisition Corp.), Warrant Agreement (Art Technology Acquisition Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, exercised or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;the
Appears in 2 contracts
Sources: Warrant Agreement (Zanite Acquisition Corp.), Warrant Agreement (Zanite Acquisition Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported last sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 2 contracts
Sources: Warrant Agreement (SCVX Corp.), Warrant Agreement (SCVX Corp.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent Agent, or at the office of its corporate trust department successor as Warrant Agent, in the Borough of Manhattan, City and State of New York (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent or by wire transfer of immediately available funds;
(b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board Board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) ), Section 6.2 and Section 6.36.4, the “Fair Market Value” shall mean the average last reported last sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;
Appears in 2 contracts
Sources: Warrant Assignment, Assumption and Amended & Restated Agreement (Wallbox N.V.), Warrant Assignment, Assumption and Amended & Restated Agreement (Wallbox B.V.)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire of immediately available fundsAgent;
(b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;,
Appears in 2 contracts
Sources: Warrant Agreement (GS Acquisition Holdings Corp II), Warrant Agreement (GS Acquisition Holdings Corp II)