Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 369 contracts
Samples: Warrant Agreement (Triplecrown Acquisition Corp.), Warrant Agreement (Global Alternative Asset Management, Inc.), Warrant Agreement (Healthcare Acquisition Corp)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (Shares other than a change covered by Section 4.1 6.1.1 or 4.2 6.1.2 hereof or that solely affects the par value of such shares of Common Stock)Shares, or in the case of any merger share reconstruction or amalgamation or consolidation of the Company with or into another corporation (other than a consolidation or merger share reconstruction or amalgamation in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockShares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Warrant holders shall thereafter have the right to purchase and receive, upon thereafter (until the basis and upon the terms and conditions specified in the Warrants and in lieu expiration of the shares right of Common Stock exercise of the Company immediately theretofore purchasable and receivable this Purchase Warrant) to receive upon the exercise of hereof, for the rights represented therebysame aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, that by a Holder of the number of Shares of the Company obtainable upon exercise of this Purchase Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Shares covered by Section 4.1 6.1.1 or 4.26.1.2, then such adjustment shall be made pursuant to Sections 4.16.1.1, 4.2, 4.3 6.1.2 and this Section 4.46.1.3. The provisions of this Section 4.4 6.1.3 shall similarly apply to successive reclassifications, reorganizations, mergers share reconstructions or amalgamations, or consolidations, sales or other transfers.
Appears in 227 contracts
Samples: Underwriting Agreement (eFleets Corp), Common Stock Purchase Warrant (Nexalin Technology, Inc.), Underwriting Agreement (CVSL Inc.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 6.1.1 or 4.2 6.1.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders Holder of this Purchase Option shall thereafter have the right to purchase and receive, upon thereafter (until the basis and upon the terms and conditions specified in the Warrants and in lieu expiration of the shares right of Common Stock exercise of the Company immediately theretofore purchasable and receivable this Purchase Option) to receive upon the exercise of hereof, for the rights represented therebysame aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that by a Holder of the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) number of shares of Common Stock of the Company obtainable upon exercise of this Purchase Option and the underlying Warrants immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 6.1.1 or 4.26.1.2, then such adjustment shall be made pursuant to Sections 4.16.1.1, 4.2, 4.3 6.1.2 and this Section 4.46.1.3. The provisions of this Section 4.4 6.1.3 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 128 contracts
Samples: Crossfire Capital Corp., Capital Ten Acquisition Corp., Fortissimo Acquisition Corp.
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 4.3 hereof or that solely affects the par value of such shares of the Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification also results in a change in shares of the Common Stock covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Appears in 122 contracts
Samples: Warrant Agreement (BurTech Acquisition Corp.), Warrant Agreement (Aetherium Acquisition Corp), Warrant Agreement (Good Works II Acquisition Corp.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (Shares other than a change covered by Section 4.1 6.1.1 or 4.2 6.1.2 hereof or that solely affects the par value of such shares of Common Stock)Shares, or in the case of any merger share reconstruction or amalgamation or consolidation or merger of the Company with or into another corporation (other than a consolidation or share reconstruction or amalgamation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockShares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Warrant holders shall thereafter have the right to purchase and receive, upon thereafter (until the basis and upon the terms and conditions specified in the Warrants and in lieu expiration of the shares right of Common Stock exercise of the Company immediately theretofore purchasable and receivable this Purchase Warrant) to receive upon the exercise of hereof, for the rights represented therebysame aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, that by a Holder of the number of Shares of the Company obtainable upon exercise of this Purchase Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Shares covered by Section 4.1 6.1.1 or 4.26.1.2, then such adjustment shall be made pursuant to Sections 4.16.1.1, 4.2, 4.3 6.1.2 and this Section 4.46.1.3. The provisions of this Section 4.4 6.1.3 shall similarly apply to successive reclassifications, reorganizations, mergers share reconstructions or amalgamations, or consolidations, sales or other transfers.
Appears in 111 contracts
Samples: Green Circle Decarbonize Technology LTD, Underwriting Agreement (SU Group Holdings LTD), Underwriting Agreement (Hempacco Co., Inc.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 4.3 hereof or that solely affects the par value of such shares of Common Stockthe Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification also results in a change in shares of Common Stock the Ordinary Shares covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Appears in 38 contracts
Samples: Warrant Agreement (Fat Projects Acquisition Corp), Warrant Agreement (Fortune Joy International Acquisition Corp), Warrant Agreement (InFinT Acquisition Corp)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 4.3 hereof or that solely affects the par value of such the shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification also results in a change in the shares of Common Stock covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Appears in 34 contracts
Samples: Warrant Agreement (Industrial Human Capital, Inc.), Warrant Agreement (99 Acquisition Group Inc.), Warrant Agreement (Industrial Human Capital, Inc.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section Sections 4.1 or 4.2 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Registered Holder would have received if such Warrant holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 33 contracts
Samples: Warrant Agreement (Health Sciences Acquisitions Corp), Warrant Agreement (Health Sciences Acquisitions Corp), Warrant Agreement (PTK Acquisition Corp.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Ordinary Shares covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 28 contracts
Samples: Warrant Agreement (Bison Capital Acquisition Corp), Warrant Agreement (Arowana Inc.), Warrant Agreement (Tenzing Acquisition Corp.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 4.3 hereof or that solely affects the par value of such shares of the Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of the Common Stock covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 27 contracts
Samples: Warrant Agreement (Black Ridge Oil & Gas, Inc.), Warrant Agreement (Akerna Corp.), Warrant Agreement (Highland Acquisition Corp)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Ordinary Shares covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 24 contracts
Samples: Warrant Agreement (Korea Milestone Acquisition CORP), Warrant Agreement (Korea Milestone Acquisition CORP), Warrant Agreement (Korea Milestone Acquisition CORP)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares of Common Stock (other than a change covered by Section 4.1 or Section 4.2 hereof or that solely affects the par value of such shares of Common StockStock ), or in the case of any merger or consolidation of the Company with or into another corporation entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding shares of Common StockStock ), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders Registered Holder of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of or stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification or reorganization also results in a change in shares of Common Stock covered by Section 4.1 or Section 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.
Appears in 21 contracts
Samples: Warrant Agreement (Jade Mountain Acquisition Corp.), Warrant Agreement (Pono Capital Two, Inc.), Warrant Agreement (Global Star Acquisition Inc.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the by a Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) of the number of shares of Common Stock of the Company obtainable upon exercise of the Warrants immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 17 contracts
Samples: Warrant Agreement (Everest Acquisition CORP), Warrant Agreement (Freedom Acquisition Holdings, Inc.), Warrant Agreement (Everest Acquisition CORP)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section Sections 4.1 or 4.2 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 17 contracts
Samples: Warrant Agreement (Vantage Energy Services, Inc.), Warrant Agreement (Global Consumer Acquisition Corp.), Warrant Agreement (Brand & Services Acquisition Corp.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section under Sections 4.1 or 4.2 hereof or one that solely affects the par value of such shares of Common StockOrdinary Shares), or or, in the case of any merger or consolidation of the Company with or into another corporation entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Registered Holder would have received if such Warrant holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Ordinary Shares covered by Section Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 15 contracts
Samples: Warrant Agreement (EUDA Health Holdings LTD), Warrant Agreement (Goldenbridge Acquisition LTD), Warrant Agreement (8i Acquisition 2 Corp.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 4.3 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.24.3, 4.3 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 13 contracts
Samples: Warrant Agreement (NRDC Acquisition Corp.), Warrant Agreement (Education Media, Inc.), Warrant Agreement (Transforma Acquisition Group Inc.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 13 contracts
Samples: Series Z Warrant Agreement (PAVmed Inc.), Series Z Warrant Agreement (PAVmed Inc.), Warrant Agreement (Hyde Park Acquisition Corp. II)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by under Section 4.1 or Section 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation entity or conversion of the Company into another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.2 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Exercise Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Appears in 12 contracts
Samples: Warrant Agreement (GigInternational1, Inc.), Warrant Agreement (GigCapital4, Inc.), Warrant Agreement (GigCapital5, Inc.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section Sections 4.1 or 4.2 4.3 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Registered Holder would have received if such Warrant holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section Sections 4.1 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.24.3, 4.3 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 11 contracts
Samples: Warrant Agreement (Hancock Jaffe Laboratories, Inc.), Warrant Agreement (Hancock Jaffe Laboratories, Inc.), Warrant Agreement (Ener-Core Inc.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section Sections 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 11 contracts
Samples: Warrant Agreement (Asia Cork Inc.), Warrant Agreement (First Class Navigation CORP), Warrant Agreement (First Class Navigation CORP)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that by a Registered Holder of the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) number of shares of Common Stock of the Company obtainable upon exercise of the Warrants immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 11 contracts
Samples: Warrant Agreement (Trian Acquisition I Corp.), Warrant Agreement (Trian Acquisition I Corp.), Warrant Agreement (MAFS Acquisition Corp.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section Sections 4.1 or 4.2 hereof or one that solely affects the par value of such shares of Common StockOrdinary Shares), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding shares of Common StockOrdinary Shares), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Registered Holder would have received if such Warrant holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Ordinary Shares covered by Section Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 11 contracts
Samples: Warrant Agreement (Galileo Acquisition Corp.), Warrant Agreement (Americas Technology Acquisition Corp.), Warrant Agreement (TKK SYMPHONY ACQUISITION Corp)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section Sections 4.1 or 4.2 hereof or one that solely affects the par value of such shares of Common StockOrdinary Shares), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Registered Holder would have received if such Warrant holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Ordinary Shares covered by Section Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 11 contracts
Samples: Warrant Agreement (Alberton Acquisition Corp), Warrant Agreement (AGBA Acquisition LTD), Warrant Agreement (Alberton Acquisition Corp)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any merger or sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 11 contracts
Samples: Class B Warrant Agreement (Middle Kingdom Alliance Corp.), Class a Warrant Agreement (Middle Kingdom Alliance Corp.), Class a Warrant Agreement (Middle Kingdom Alliance Corp.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section Sections 4.1 or 4.2 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Registered Holder would have received if such Warrant holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 10 contracts
Samples: Warrant Agreement (WinVest Acquisition Corp.), Warrant Agreement (Qomolangma Acquisition Corp.), Warrant Agreement (Globis Acquisition Corp.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares of Common Stock Ordinary Shares (other than a change covered by under subsections 4.1.1 or 4.1.2 or Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification also results in a change in shares of Common Stock the Ordinary Shares covered by subsection 4.1.1 or Section 4.1 4.1.2 or 4.2Section 4.2 hereof, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 subsection 4.1.1 or Section 4.1.2 or Section 4.2 hereof and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Appears in 10 contracts
Samples: Form of Warrant Agreement (Bukit Jalil Global Acquisition 1 Ltd.), Form of Warrant Agreement (Bukit Jalil Global Acquisition 1 Ltd.), Warrant Agreement (CHW Acquisition Corp)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section Sections 4.1 or 4.2 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.44.5. The provisions of this Section 4.4 4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 9 contracts
Samples: Warrant Agent Agreement (eFleets Corp), Warrant Agent Agreement (eFleets Corp), Warrant Agreement (Nile Therapeutics, Inc.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 Sections 4.1, 4.2 or 4.2 4.3 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Registered Holder would have received if such Warrant holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in the shares of Common Stock covered by Section 4.1 Sections 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 9 contracts
Samples: Warrant Agreement (Roth CH Acquisition II Co), Warrant Agreement (Roth CH Acquisition III Co), Warrant Agreement (Roth CH Acquisition I Co)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Ordinary Shares covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 8 contracts
Samples: Warrant Agreement (S.E. Asia Emerging Market Company., LTD), Warrant Agreement (S.E. Asia Emerging Market Company., LTD), Warrant Agreement (ChinaGrowth South Acquisition CORP)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Securities (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value value, if any, of such shares of Common StockSecurities), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockSecurities), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company Securities immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Securities covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.44. 4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 8 contracts
Samples: Form of Warrant Agreement (THL Credit, Inc.), Warrant Agreement (Hercules Technology Growth Capital Inc), Warrant Agreement (OFS Capital Corp)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by under Section 4.1 or Section 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation entity or conversion of the Company into another type of entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 8 contracts
Samples: Public Warrant Agreement (SilverBox Corp III), Public Warrant Agreement (SilverBox Engaged Corp II), Private Warrant Agreement (SilverBox Engaged Corp II)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the by a Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) of the number of shares of Common Stock of the Company obtainable upon exercise of the Warrants immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 8 contracts
Samples: Warrant Agreement (Millstream Acquisition Corp), Warrant Agreement (Millstream Acquisition Corp), Warrant Agreement (Millstream Acquisition Corp)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Ordinary Shares covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 8 contracts
Samples: Warrant Agreement (Hambrecht Asia Acquisition Corp.), Warrant Agreement (Shanghai Century Acquisition Corp), Warrant Agreement (Hambrecht Asia Acquisition Corp.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 4.3 hereof or that solely affects the par value of such shares of Common Stockthe Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification also results in a change in shares of Common Stock the Ordinary Shares covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Appears in 8 contracts
Samples: Warrant Agreement (Sports & Health Tech Acquisition Corp), Warrant Agreement (Resources Acquisition Corp.), Warrant Agreement (Sports & Health Tech Acquisition Corp)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Class A ordinary shares of Common Stock (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 hereof or that solely affects the par value of such shares of Common Stock4.3 hereof), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockClass A ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Class A ordinary shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification also results in a change in the Class A ordinary shares of Common Stock covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Appears in 8 contracts
Samples: Warrant Agreement (Evergreen Corp), Warrant Agreement (Evergreen Corp), Warrant Agreement (Technology & Telecommunication Acquisition Corp)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 4.3 hereof or that solely affects the par value of such shares of the Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification also results in a change in the shares of Common Stock covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Appears in 8 contracts
Samples: Warrant Agreement (Parsec Capital Acquisitions Corp.), Warrant Agreement (Parsec Capital Acquisitions Corp.), Warrant Agreement (Parsec Capital Acquisitions Corp.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (Shares other than a change covered by Section 4.1 5.1.1 or 4.2 5.1.2 hereof or that solely affects the par value of such shares of Common Stock)Shares, or in the case of any merger share reconstruction or amalgamation or consolidation or merger of the Company with or into another corporation (other than a consolidation or share reconstruction or amalgamation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockShares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Warrant holders shall thereafter have the right to purchase and receive, upon thereafter (until the basis and upon the terms and conditions specified in the Warrants and in lieu expiration of the shares right of Common Stock exercise of the Company immediately theretofore purchasable and receivable this Purchase Warrant) to receive upon the exercise of hereof, for the rights represented therebysame aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, that by a Holder of the number of Shares of the Company obtainable upon exercise of this Purchase Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Shares covered by Section 4.1 5.1.1 or 4.25.1.2, then such adjustment shall be made pursuant to Sections 4.15.1.1, 4.2, 4.3 5.1.2 and this Section 4.45.1.3. The provisions of this Section 4.4 5.1.3 shall similarly apply to successive reclassifications, reorganizations, mergers share reconstructions or amalgamations, or consolidations, sales or other transfers.
Appears in 8 contracts
Samples: Underwriting Agreement (DDC Enterprise LTD), Smart for Life, Inc., Smart for Life, Inc.
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable cash)receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 8 contracts
Samples: Warrant Agreement (Capital Ten Acquisition Corp.), Warrant Agreement (New Asia Partners China CORP), Warrant Agreement (New Asia Partners China I Corp)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 Sections 4.1, 4.2 or 4.2 4.3 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 Sections 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 7 contracts
Samples: Form of Warrant Agreement (SMG Indium Resources Ltd.), Form of Warrant Agreement (SMG Indium Resources Ltd.), Warrant Agreement (Vantage Energy Services, Inc.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by under subsections 4. 1.1 or 4.1.2 or Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.such
Appears in 7 contracts
Samples: Warrant Agreement (Gores Holdings VII Inc.), Warrant Agreement (Gores Holdings VIII Inc.), Warrant Agreement (Gores Metropoulos II, Inc.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 4.3 hereof or that solely affects the par value of such shares of Common Stockthe Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification also results in a change in shares of Common Stock the Ordinary Shares covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Appears in 7 contracts
Samples: Warrant Agreement (Alchemy Investments Acquisition Corp 1), Warrant Agreement (Alchemy Investments Acquisition Corp 1), Warrant Agreement (VAM Acquisition Corp.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Class A Ordinary Shares (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 4.3 hereof or that solely affects the par value of such shares of Common Stockthe Class A Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockClass A Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Class A Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification also results in a change in shares of Common Stock the Class A Ordinary Shares covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Appears in 7 contracts
Samples: Private Placement Warrants Purchase Agreement (AP Acquisition Corp), Warrant Agreement (Swiftmerge Acquisition Corp.), Warrant Agreement (Ledger Acquisition Co)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares of Common Stock (other than a change covered by Section 4.1 or Section 4.2 hereof or that solely affects the par value of such shares of Common StockStock ), or in the case of any merger or consolidation of the Company with or into another corporation entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders Registered Holder of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of or stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification or reorganization also results in a change in shares of Common Stock covered by Section 4.1 or Section 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.
Appears in 7 contracts
Samples: Warrant Agreement (Cetus Capital Acquisition Corp.), Warrant Agreement (Global Robotic Drone Acquisition Corp.), Warrant Agreement (Cetus Capital Acquisition Corp.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolvedliquidated, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Ordinary Shares covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 7 contracts
Samples: Warrant Agreement (Fellazo Inc.), Warrant Agreement (Fellazo Inc.), Warrant Agreement (East Stone Acquisition Corp)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 Sections 4.1, 4.2 or 4.2 4.3 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Registered Holder would have received if such Warrant holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 Sections 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrants.
Appears in 7 contracts
Samples: Warrant Agreement (Abri SPAC 2, Inc.), Warrant Agreement (Abri SPAC I, Inc.), Warrant Agreement (Abri SPAC I, Inc.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 7 contracts
Samples: Warrant Agreement (Cryoport, Inc.), Warrant Agreement (Cryoport, Inc.), Warrant Agreement (Cryoport, Inc.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 6 contracts
Samples: Warrant Agreement (1347 Capital Corp), Warrant Agreement (1347 Capital Corp), Warrant Agreement (Jensyn Acquisition Corp.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares Shares or a variation of Common Stock (share capital of the Company, other than a change covered by Section 4.1 6.1.1 or 4.2 hereof 6.1.2 or that solely affects the par value of such shares of Common Stock)Shares, or in the case of any merger share reconstruction or amalgamation or consolidation of the Company with or into another corporation (other than a consolidation or merger share reconstruction or amalgamation in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockShares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Warrant holders shall thereafter have the right to purchase and receive, upon thereafter (until the basis and upon the terms and conditions specified in the Warrants and in lieu expiration of the shares right of Common Stock exercise of the Company immediately theretofore purchasable and receivable this Purchase Warrant) to receive upon the exercise of hereof, for the rights represented therebysame aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, that by a Holder of the number of Shares for which such Purchase Warrant holder would might have received if such Warrant holder had been exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Shares covered by Section 4.1 6.1.1 or 4.26.1.2, then such adjustment shall be made pursuant to Sections 4.16.1.1, 4.2, 4.3 6.1.2 and this Section 4.46.1.3. The provisions of this Section 4.4 6.1.3 shall similarly apply to successive reclassifications, reorganizations, mergers share reconstructions or amalgamations, or consolidations, sales or other transfers.
Appears in 6 contracts
Samples: Underwriting Agreement (Janover Inc.), Common Stock Purchase Warrant (Janover Inc.), Common Stock Purchase Warrant (Janover Inc.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 Sections 4.1, 4.2 or 4.2 4.3 hereof or that solely affects the par value of such the shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant registered holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant registered holder would have received if such Warrant registered holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification also results in a change in the shares of Common Stock covered by Section 4.1 Sections 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Appears in 6 contracts
Samples: Warrant Agreement (Roth CH Acquisition IV Co.), Warrant Agreement (Roth CH Acquisition IV Co.), Warrant Agreement (Roth CH Acquisition IV Co.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 under subsections 4.1, 4.2, or 4.2 4.3 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger merger, or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her her, or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock the Ordinary Shares covered by Section 4.1 Sections 4.1, 4.2, or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 such Section and pursuant to this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or mergers, consolidations, sales sales, or other transfers.
Appears in 6 contracts
Samples: Warrant Agreement (Union Acquisition Corp.), Warrant Agreement (Union Acquisition Corp.), Warrant Agreement (Union Acquisition Corp.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares of Common Stock (other than a change covered by Section 4.1 or Section 4.2 hereof or that solely affects the par value of such shares of the Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger entity in which the Company is the continuing corporation any “person” or “group” (as such terms are used in Sections 13(d) and that does not result in any reclassification or reorganization 14(d) of the outstanding shares Exchange Act) acquires more than 50% of Common Stock)the voting power of the Company’s securities, or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolvedentirety, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares Shares of Common Stock of the Company company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification or reorganization also results in a change in shares of the Common Stock covered by Section 4.1 4.1, Section 4.2 or 4.2Section 4.3, then such adjustment shall be made pursuant to Sections Section 4.1, 4.2Section 4.2 and Section 4.3, 4.3 Section 4.4, and Section 4.5, as applicable, and this Section 4.44.6. The provisions of this Section 4.4 4.6 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Appears in 6 contracts
Samples: Warrant Agreement (Black Mountain Acquisition Corp.), Warrant Agreement (Black Mountain Acquisition Corp.), Warrant Agreement (Black Mountain Acquisition Corp.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 6 contracts
Samples: Warrant Agreement (TransTech Services Partners Inc.), Warrant Agreement (TransTech Services Partners Inc.), Warrant Agreement (TransTech Services Partners Inc.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by under subsections 4.1.1 or 4.1.2 or Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of the Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 6 contracts
Samples: Warrant Agreement (COMMITTED CAPITAL ACQUISITION Corp II), Warrant Agreement (COMMITTED CAPITAL ACQUISITION Corp II), Warrant Agreement (COMMITTED CAPITAL ACQUISITION Corp)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 Sections 4.1, 4.2 or 4.2 4.3 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Registered Holder would have received if such Warrant holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 Sections 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 6 contracts
Samples: Warrant Agreement (Ventoux CCM Acquisition Corp.), Warrant Agreement (Ventoux CCM Acquisition Corp.), Warrant Agreement (Quantum FinTech Acquisition Corp)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 or Section 4.2 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders Registered Holder of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of or stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification or reorganization also results in a change in shares of Common Stock Ordinary Shares covered by Section 4.1 or Section 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.
Appears in 6 contracts
Samples: Warrant Agreement (TradeUP Global Corp), Warrant Agreement (TradeUP Global Corp), Warrant Agreement (TradeUP Global Corp)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section Sections 4.1 or 4.2 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Registered Holder would have received if such Warrant holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 6 contracts
Samples: Warrant Agreement (Chardan NexTech Acquisition 2 Corp.), Warrant Agreement (Chardan NexTech Acquisition 2 Corp.), Warrant Agreement (Chardan NexTech Acquisition 2 Corp.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Class A Ordinary Shares (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 4.3 hereof or that solely affects the par value of such shares of Common Stockthe Class A Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockClass A Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Class A Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock the Class A Ordinary Shares covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 6 contracts
Samples: Warrant Agreement (Capitol Investment Corp. IV), Warrant Agreement (Leo Holdings Corp.), Warrant Agreement (Regalwood Global Energy Ltd.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right (until the expiration of the right of exercise of the Warrant) to purchase and receive, upon for the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company same aggregate Warrant Price payable hereunder immediately theretofore purchasable and receivable upon the exercise of the rights represented therebyprior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, consolidation or upon a dissolution following any such sale or other transfer, that the by a Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) of the number of shares of Common Stock of the Company immediately prior to such eventtheretofore purchasable and receivable upon the exercise of the rights represented thereby; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 6 contracts
Samples: Warrant Agreement (Chicken Soup for the Soul Entertainment, Inc.), Warrant Agreement (Chicken Soup for the Soul Entertainment, Inc.), Warrant Agreement (Chicken Soup for the Soul Entertainment, Inc.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 Sections 4.1, 4.2 or 4.2 4.3 hereof or one that solely affects the par value of such shares of Common StockOrdinary Shares), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Registered Holder would have received if such Warrant holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Ordinary Shares covered by Section 4.1 Sections 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 6 contracts
Samples: Warrant Agreement (Model Performance Acquisition Corp), Warrant Agreement (Model Performance Acquisition Corp), Warrant Agreement (Newborn Acquisition Corp)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Class A common stock (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 hereof or that solely affects the par value of such shares of Common Stock4.3 hereof), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockClass A common stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Class A common stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification also results in a change in shares of Common Stock the Class A common stock covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Appears in 6 contracts
Samples: Warrant Agreement (Mobiv Acquisition Corp), Warrant Agreement (Mobiv Acquisition Corp), Warrant Agreement (Canna-Global Acquisition Corp)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (Shares other than a change covered by Section 4.1 5.1.1 or 4.2 5.1.2 hereof or that solely affects the par value of such shares of Common Stock)Shares, or in the case of any merger share reconstruction or amalgamation or consolidation of the Company with or into another corporation (other than a consolidation or merger share reconstruction or amalgamation in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockShares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Warrant holders shall thereafter have the right to purchase and receive, upon thereafter (until the basis and upon the terms and conditions specified in the Warrants and in lieu expiration of the shares right of Common Stock exercise of the Company immediately theretofore purchasable and receivable this Purchase Warrant) to receive upon the exercise of hereof, for the rights represented therebysame aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, that by a Holder of the number of Shares of the Company obtainable upon exercise of this Purchase Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Shares covered by Section 4.1 5.1.1 or 4.25.1.2, then such adjustment shall be made pursuant to Sections 4.15.1.1, 4.2, 4.3 5.1.2 and this Section 4.45.1.3. The provisions of this Section 4.4 5.1.3 shall similarly apply to successive reclassifications, reorganizations, mergers share reconstructions or amalgamations, or consolidations, sales or other transfers.
Appears in 6 contracts
Samples: Agent Warrant Agreement (Neuralstem, Inc.), Underwriting Agreement (Ceres, Inc.), Underwriting Agreement (Ceres, Inc.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (Shares other than a change covered by Section 4.1 6.1.1 or 4.2 6.1.2 hereof or that solely affects the par value of such shares of Common Stock)Shares, or in the case of any merger share reconstruction or amalgamation or consolidation or merger of the Company with or into another corporation (other than a consolidation or share reconstruction or amalgamation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockShares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Warrant holders shall thereafter have the right to purchase and receive, upon thereafter (until the basis and upon the terms and conditions specified in the Warrants and in lieu expiration of the shares right of Common Stock exercise of the Company immediately theretofore purchasable and receivable this Warrant) to receive upon the exercise of hereof, for the rights represented therebysame aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, that by a Holder of the number of Shares of the Company obtainable upon exercise of this Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Shares covered by Section 4.1 6.1.1 or 4.26.1.2, then such adjustment shall be made pursuant to Sections 4.16.1.1, 4.2, 4.3 6.1.2 and this Section 4.46.1.3. The provisions of this Section 4.4 6.1.3 shall similarly apply to successive reclassifications, reorganizations, mergers share reconstructions or amalgamations, or consolidations, sales or other transfers.
Appears in 5 contracts
Samples: Underwriting Agreement (SMX (Security Matters) Public LTD Co), Underwriting Agreement (SMX (Security Matters) Public LTD Co), Underwriting Agreement (SMX (Security Matters) Public LTD Co)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 4.1.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 5 contracts
Samples: Warrant Agreement (Churchill Ventures LTD), Warrant Agreement (Churchill Ventures LTD), Warrant Agreement (Churchill Ventures LTD)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares of Common Stock Class A Ordinary Shares (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common StockClass A Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding shares of Common StockClass A Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolvedliquidated, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Class A Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Class A Ordinary Shares covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Appears in 5 contracts
Samples: Warrant Agreement (Edoc Acquisition Corp.), Warrant Agreement (Edoc Acquisition Corp.), Warrant Agreement (Edoc Acquisition Corp.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Founder Warrant holders holder shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Founder Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Founder Warrant holder would have received if such Founder Warrant holder had exercised his, her or its Founder Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.2 and 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 5 contracts
Samples: Founder Warrant Agreement (Shermen WSC Acquisition Corp), Founder Warrant Agreement (Shermen WSC Acquisition Corp), Founder Warrant Agreement (Westway Group, Inc.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 4.3 hereof or that solely affects the par value of such shares of Common Stockthe Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock the Ordinary Shares covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 5 contracts
Samples: Warrant Agreement (Cision Ltd.), Warrant Agreement (Fusion Fuel Green LTD), Warrant Agreement (HL Acquisitions Corp.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section Sections 4.1 or 4.2 hereof above or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section Sections 4.1 or 4.24.2 above, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 above and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 4 contracts
Samples: Warrant Agreement (Trans-India Acquisition Corp), Warrant Agreement (Trans-India Acquisition Corp), Warrant Agreement (Trans-India Acquisition Corp)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 3(a) or 4.2 (b) hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders Holder shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants Warrant and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Holder would have received if such Warrant holder Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 3(d) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Camden Learning CORP), Registration Rights Agreement (Camden Learning CORP), National American University Holdings, Inc.
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 3.1 or 4.2 3.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders Holder shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Holder would have received if such Warrant holder the Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 3.1 or 4.23.2, then such adjustment shall be made pursuant to Sections 4.13.1, 4.23.2, 4.3 3.3 and this Section 4.43.4. The provisions of this Section 4.4 3.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 4 contracts
Samples: Warrant Agreement (Homeowners Choice, Inc.), Warrant Agreement (Homeowners Choice, Inc.), Warrant Agreement (Lm Funding America, Inc.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 6.1 or 4.2 6.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants herein and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Holder would have received if such Warrant holder the Holder had exercised his, her or its Warrant(s) this Warrant immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 6.1 or 4.26.2, then such adjustment shall be made pursuant to Sections 4.16.1, 4.26.2, 4.3 6.3 and this Section 4.46.4. The provisions of this Section 4.4 6.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 4 contracts
Samples: Dekania Corp., Dekania Corp., Alpha Security Group CORP
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 Sections 4.1, 4.2 or 4.2 4.3 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Registered Holder would have received if such Warrant holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification or reorganization also results in a change in shares of Common Stock covered by Section 4.1 Sections 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrants.
Appears in 4 contracts
Samples: Warrant Agreement (Gardiner Healthcare Acquisitions Corp.), Warrant Agreement (Gardiner Healthcare Acquisitions Corp.), Warrant Agreement (Gardiner Healthcare Acquisitions Corp.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 4.3 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Ordinary Shares covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 4 contracts
Samples: Warrant Agreement (China Resources Development Inc.), Warrant Agreement (China Resources Development Inc.), Warrant Agreement (China Resources Development Inc.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section Sections 4.1 or 4.2 4.3 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section Sections 4.1 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 4 contracts
Samples: Form of Warrant Agreement (National Security Solutions Inc.), Form of Warrant Agreement (Sports Properties Acquisition Corp.), Form of Warrant Agreement (Sports Properties Acquisition Corp.)
Replacement of Securities upon Reorganization, etc. In case of any (i) reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 or 4.2 hereof or a change that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any ; (ii) merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), ; or in the case of any (iii) sale or conveyance to another corporation or entity of the assets or other property of the Company as an in its entirety or substantially as an in its entirety in connection with which the Company is dissolved, the Warrant holders Registered Holder shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Registered Holder would have received if such Warrant holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Ordinary Shares covered by Section 4.1 or 4.24.2 above, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 4 contracts
Samples: Form of Warrant Agreement (Asia Special Situation Acquisition Corp), Form of Warrant Agreement (Asia Special Situation Acquisition Corp), Warrant Agreement (Asia Special Situation Acquisition Corp)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Class A Common Stock (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 4.3 hereof or that solely affects the par value of such shares of the Class A Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Class A Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Class A Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification also results in a change in the shares of Class A Common Stock covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Appears in 4 contracts
Samples: Warrant Agreement (Noble Education Acquisition Corp.), Warrant Agreement (Noble Education Acquisition Corp.), Warrant Agreement (Noble Education Acquisition Corp.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Registered Holder of the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 4 contracts
Samples: Warrant Agreement (Alpha Security Group CORP), Warrant Agreement (Alpha Security Group CORP), Warrant Agreement (Alpha Security Group CORP)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.this
Appears in 4 contracts
Samples: Warrant Agreement (General Finance CORP), Warrant Agreement (General Finance CORP), Warrant Agreement (Oracle Healthcare Acquisition Corp.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Ordinary Shares covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 4 contracts
Samples: Warrant Agreement (Andina Acquisition Corp), Warrant Agreement (Andina Acquisition Corp), Warrant Agreement (Andina Acquisition Corp)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares of Common Stock Ordinary Shares (other than a change covered by under Section 4.1 4.1.1 or Section 4.1.2 or Section 4.2 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification also results in a change in shares of Common Stock the Ordinary Shares covered by Section 4.1 4.1.1 or 4.2Section 4.1.2 or Section 4.2 hereof, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 Section 4.1.1 or Section 4.1.2 or Section 4.2 hereof and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Appears in 3 contracts
Samples: Warrant Agreement (European Sustainable Growth Acquisition Corp.), Warrant Agreement (European Sustainable Growth Acquisition Corp.), Warrant Agreement (Ads-Tec Energy Public LTD Co)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 4(a) or 4.2 hereof 4(b) or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders Holder shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants herein, and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented therebyhereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Holder would have received if such Warrant holder Holder had exercised his, her or its Warrant(s) this Warrant immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 4(a) or 4.24(b), then such adjustment shall be made pursuant to Sections 4.1Section 4(a), 4.24(b), 4.3 4(d)(i) and this Section 4.44(e). The provisions of this Section 4.4 4(e) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 3 contracts
Samples: Limbach Holdings, Inc., Limbach Holdings, Inc., Limbach Holdings, Inc.
Replacement of Securities upon Reorganization, etc. In case the event of the exercise of any Warrant for shares of Common Stock after any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and receive in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented therebyhereby, the kind and amount of shares of stock or other securities or property (including cash) (the "Reorganization Consideration") receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. For the purposes of clarity, a Warrant holder must exercise the Warrant to receive the Reorganization Consideration, and the Warrants may not be net cash settled.
Appears in 3 contracts
Samples: Warrant Agreement (Universal Business Payment Solutions Acquisition Corp), Warrant Agreement (Universal Business Payment Solutions Acquisition Corp), Warrant Agreement (Universal Business Payment Solutions Acquisition Corp)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 3 contracts
Samples: Warrant Agreement (PennantPark Floating Rate Capital Ltd.), Warrant Agreement (BlackRock Kelso Capital CORP), Warrant Agreement (Pennantpark Investment Corp)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 4.3 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that by a Registered Holder of the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) number of shares of Common Stock of the Company obtainable upon exercise of the Warrants immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.24.3, 4.3 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 3 contracts
Samples: Warrant Agreement (iStar Acquisition Corp.), Warrant Agreement (iStar Acquisition Corp.), Warrant Agreement (Global Entertainment & Media Holdings Corp)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 Sections 4.1, 4.2 or 4.2 4.3 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Registered Holder would have received if such Warrant holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification or reorganization also results in a change in shares of Common Stock covered by Section 4.1 Sections 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Appears in 3 contracts
Samples: Warrant Agreement (Monterey Bio Acquisition Corp), Warrant Agreement (Monterey Bio Acquisition Corp), Warrant Agreement (Monterey Bio Acquisition Corp)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section Sections 4.1 or 4.2 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore theretofor purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.44.5. The provisions of this Section 4.4 4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 3 contracts
Samples: Warrant Agreement (Lucid Inc), Warrant Agreement (Medgenics, Inc.), Warrant Agreement (Lucid Inc)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 Sections 4.1, 4.2 or 4.2 4.3 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation entity (other than a consolidation or merger in which the Company is the continuing corporation entity and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Registered Holder would have received if such Warrant holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 Sections 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share of Common Stock issuable upon exercise of the Warrant.
Appears in 3 contracts
Samples: Warrant Agreement (Presto Automation Inc.), Warrant Agreement (Ventoux CCM Acquisition Corp.), Warrant Agreement (Ventoux CCM Acquisition Corp.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the by a Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) of the number of shares of Common Stock of the Company obtainable upon exercise of the Warrants immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 3 contracts
Samples: Warrant Agreement (Liberty Acquisition Holdings Corp.), Warrant Agreement (Liberty Acquisition Holdings Corp.), Warrant Agreement (Liberty Acquisition Holdings Corp.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.2 and 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 3 contracts
Samples: Warrant Agreement (Shermen WSC Acquisition Corp), Warrant Agreement (Westway Group, Inc.), Warrant Agreement (Shermen WSC Acquisition Corp)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Parent Class A Ordinary Shares (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 4.3 hereof or that solely affects the par value of such shares of Common StockParent Class A Ordinary Shares), or in the case of any merger or consolidation of the Company Parent with or into another corporation (other than a consolidation or merger in which the Company Parent is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockParent Class A Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company Parent as an entirety or substantially as an entirety in connection with which the Company Parent is dissolved, the Warrant holders shall thereafter have the right to purchase subscribe for and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company Parent Class A Ordinary Shares immediately theretofore purchasable issuable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock the Parent Class A Ordinary Shares covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 3 contracts
Samples: Amended and Restated Warrant Agreement (Fusion Fuel Green PLC), Amended and Restated Warrant Agreement (Fusion Fuel Green PLC), Amended and Restated Warrant Agreement (Fusion Fuel Green PLC)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 4.3 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation entity (other than a consolidation or merger in which the Company is the continuing corporation entity and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock Ordinary Shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification also results in a change in shares of Common Stock the Ordinary Shares covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Appears in 3 contracts
Samples: Warrant Agreement (Onyx Acquisition Co. I), Warrant Agreement (Onyx Acquisition Co. I), Warrant Agreement (Onyx Acquisition Co. I)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Registered Holder would have received if such Warrant holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 3 contracts
Samples: Warrant Agreement (International Media Acquisition Corp.), Warrant Agreement (International Media Acquisition Corp.), Warrant Agreement (International Media Acquisition Corp.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 4.3 hereof or that solely affects the par value of such shares of Common Stockthe Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification also results in a change in shares of Common Stock the Ordinary Shares covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Appears in 3 contracts
Samples: Warrant Agreement (Freestone Acquisition Corp), Warrant Agreement (Energy Cloud I Acquisition Corp), Warrant Agreement (Energy Cloud I Acquisition Corp)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an 5 entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 3 contracts
Samples: Warrant Agreement (Millstream II Acquisition CORP), Warrant Agreement (Millstream II Acquisition CORP), Warrant Agreement (Millstream II Acquisition CORP)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation company (other than a consolidation or merger in which the Company is the continuing corporation survives and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation company or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Ordinary Shares covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 3 contracts
Samples: Warrant Agreement (Spring Creek Acquisition Corp.), Warrant Agreement (Spring Creek Acquisition Corp.), Warrant Agreement (Spring Creek Acquisition Corp.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section Sections 4.1 or 4.2 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section Sections 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 3 contracts
Samples: Warrant Agreement (Ideation Acquisition Corp.), Warrant Agreement (China Mining Resources Holdings LTD), Warrant Agreement (Ideation Acquisition Corp.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 or Section 4.2 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Ordinary Shares covered by Section 4.1 or Section 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 3 contracts
Samples: Warrant Agreement (OXBRIDGE RE HOLDINGS LTD), Warrant Agreement (OXBRIDGE RE HOLDINGS LTD), Warrant Agreement (OXBRIDGE RE HOLDINGS LTD)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 4.1, 4.2 or 4.2 4.3 hereof or that solely affects the par value of such shares of Common Stockthe Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification also results in a change in shares of Common Stock the Ordinary Shares covered by Section 4.1 4.1, 4.2 or 4.24.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Appears in 3 contracts
Samples: Warrant Agreement (Oxus Acquisition Corp.), Warrant Agreement (Oxus Acquisition Corp.), Warrant Agreement (Oxus Acquisition Corp.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 4.1 or Section 4.2 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders Registered Holder of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock Ordinary Shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification or reorganization also results in a change in shares of Common Stock Ordinary Shares covered by Section 4.1 or Section 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.
Appears in 3 contracts
Samples: Warrant Agreement (TradeUP 88 Corp.), Warrant Agreement (Singularity Acquisition Corp.), Warrant Agreement (Singularity Acquisition Corp.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or and Section 4.2 hereof or one that solely affects the par value of such shares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or Section 4.2, then such adjustment shall be made pursuant to Sections Section 4.1, Section 4.2, Section 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 3 contracts
Samples: Warrant Agreement (Adit EdTech Acquisition Corp.), Warrant Agreement (Adit EdTech Acquisition Corp.), Warrant Agreement (Adit EdTech Acquisition Corp.)
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares of Common Stock Ordinary Shares (other than a change covered by under Section 4.1 5.1.1 or 4.2 Section 5.1.2 or Section 5.2 hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase subscribe for and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable issuable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if . If any reclassification also results in a change in shares of Common Stock the Ordinary Shares covered by Section 4.1 5.1.1 or 4.2Section 5.1.2 or Section 5.2 hereof, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 Section 5.1.1 or Section 5.1.2 or Section 5.2 hereof and this Section 4.45.4. The provisions of this Section 4.4 5.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Appears in 3 contracts
Samples: Warrant Agreement (European Sustainable Growth Acquisition Corp.), Warrant Agreement (Ads-Tec Energy Public LTD Co), Warrant Agreement (European Sustainable Growth Acquisition Corp.)
