Purchaser Warrants. At the Effective Time, each issued and outstanding Purchaser Public Warrant shall be converted into one Pubco Public Warrant and each issued and outstanding Purchaser Private Warrant shall be converted into one Pubco Private Warrant. At the Effective Time, the Purchaser Warrants shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Each of the Pubco Public Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the Purchaser Public Warrants, and each of the Pubco Private Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the Purchaser Private Warrants, except that in each case they shall represent the right to acquire shares of Pubco Common Stock in lieu of shares of Purchaser Class A Common Stock. At or prior to the Effective Time, Pubco shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Pubco Warrants remain outstanding, a sufficient number of shares of Pubco Common Stock for delivery upon the exercise of such Pubco Warrants.
Purchaser Warrants. Each (i) Purchaser Public Warrant outstanding immediately prior to the First Merger Effective Time shall remain outstanding but shall be assumed by Holdco and automatically adjusted to become one (1) Holdco Warrant and (ii) each Purchaser Private Warrant outstanding immediately prior to the First Merger Effective Time shall remain outstanding but shall be assumed by Holdco and automatically adjusted to become one (1) Holdco Warrant. Each of the Holdco Warrants shall be subject to substantially the same terms and conditions set forth in the Purchaser Public Warrant immediately prior to the First Merger Effective Time, except that they shall be exercisable (or will become exercisable in accordance with their terms) for Holdco Ordinary Shares in lieu of Purchaser Ordinary Shares (subject to any amendment required by the Cayman Companies Act or as reasonably agreed among Purchaser and Holdco to provide for fair and equitable treatment of the holders of Purchaser Public Warrants). At or prior to the First Merger Effective Time, Holdco shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Holdco Warrants remain outstanding, a sufficient number of Holdco Ordinary Shares for delivery or issuance upon the exercise of such Holdco Warrants.
Purchaser Warrants. At the Effective Time, each issued and outstanding Purchaser Public Warrant shall be converted into one (1) Pubco Public Warrant and each issued and outstanding Purchaser Private Warrant shall be converted into one (1)
Purchaser Warrants. (i) Subject to Section (C)(iii), in connection with each Note sold by the Company to Purchaser and purchased by Purchaser under this Agreement, the Company shall issue to Purchaser (or an entity affiliated with Purchaser, as designated by Purchaser) a Warrant to purchase shares of the Company’s common stock (each, a “Purchaser Warrant” and, collectively, the “Purchaser Warrants” and, together with the Commitment Shares, the “Equity Securities”). The number of shares of the Company’s common stock underlying each Purchaser Warrant (“Warrant Shares”) shall be equal to (y) the product of the principal amount of the applicable Note and 20% divided by (z) the exercise price of the applicable Purchaser Warrant.
Purchaser Warrants. The Purchaser Warrants will, when issued, be duly authorized and validly issued, the Purchaser Shares issuable upon exercise of the Purchaser Warrants will, when the Purchaser Warrants are issued, be duly authorized, allotted and reserved for issuance and the Purchaser Shares issuable upon exercise of the Purchaser Warrants, upon due exercise of the Purchaser Warrants, will be issued as fully paid and non-assessable Purchaser Shares.
Purchaser Warrants. The Company has granted to each Purchaser, ------------------ on the date hereof, a Purchaser Warrant.
Purchaser Warrants. Each outstanding Purchaser Warrant outstanding immediately prior to the Initial Merger Effective Time shall cease to be a warrant with respect to Purchaser Shares and be assumed by Pubco and converted into Pubco Warrants. Each Pubco Warrant shall continue to have and be subject to substantially the same terms and conditions as were applicable to such Purchaser Warrant immediately prior to the Initial Merger Effective Time (including any repurchase rights and cashless exercise provisions) in accordance with the provisions of the Assignment, Assumption and Amendment Agreement.
Purchaser Warrants. At the Merger Effective Time, each Purchaser Warrant (whether or not a whole warrant) that is outstanding immediately prior to the Merger Effective Time (but after giving effect to the Unit Separation referred to in Section 1.6(a)) shall, pursuant to and in accordance with (i) Section 4.5 of the Warrant Agreement, between Purchaser and Continental Stock Transfer & Trust Company dated October 20, 2021 (as amended by the Warrant Assumption Agreement) and (ii) the Warrant Assumption Agreement, automatically and irrevocably be modified to provide that such Purchaser Warrant shall no longer entitle the holder thereof to purchase the amount of Purchaser Ordinary Shares set forth therein and in substitution thereof such Purchaser Warrant shall entitle the holder thereof to acquire such equal number of Holdings Ordinary Shares per such Purchaser Warrant.
Purchaser Warrants. Upon consummation of the Negotiated Conversion and in accordance with Section 1 of the Warrants, the Warrant(s) issued to each Purchaser under the Purchase Agreement shall be exercisable for up to the number of shares of Company Common Stock equal to (x) 10% of such Purchaser’s aggregate original principal amount of the Note(s) issued thereto, divided by (y) the Negotiated Conversion Price, rounded down to the nearest whole share, at a per share purchase price equal to the Negotiated Conversion Price per share rounded to the nearest 1/100 of a cent ($0.001), as set forth on Exhibit A hereto.
