Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Class A Common Stock is increased by a capitalization of Class A Common Stock, or by a split-up of Class A Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Class A Common Stock. A rights offering to holders of Class A Common Stock entitling holders to purchase Class A Common Stock at a price less than the “Fair Market Value” (as defined below) shall be deemed a capitalization of a number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Class A Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Common Stock, in determining the price payable for Class A Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair
Appears in 3 contracts
Sources: Warrant Agreement, Warrant Agreement (Avista Healthcare Public Acquisition Corp.), Subscription Agreement (Avista Healthcare Public Acquisition Corp.)
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Class A Common Stock is increased by a capitalization stock dividend payable in shares of Class A Common Stock, or by a split-up of Class A shares of Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Class A shares of Common Stock. A rights offering to holders of Class A the Common Stock entitling holders to purchase Class A shares of Common Stock at a price less than the “Fair Market Value” (as defined below) shall be deemed a capitalization stock dividend of a number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Class A Common Stock) multiplied by and (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Common Stock, in determining the price payable for Class A Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fairany
Appears in 3 contracts
Sources: Warrant Agreement (Big Sky Growth Partners, Inc.), Warrant Agreement (Big Sky Growth Partners, Inc.), Warrant Agreement (Big Sky Growth Partners, Inc.)
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Class A Common Stock is increased by a capitalization stock dividend payable in shares of Class A Common Stock, or by a split-up of Class A shares of Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Class A shares of Common Stock. A rights offering to holders of Class A the Common Stock entitling holders to purchase Class A shares of Common Stock at a price less than the “Fair Market Value” (as defined below) shall be deemed a capitalization stock dividend of a number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Class A Common Stock) multiplied by and (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Common Stock, in determining the price payable for Class A Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fairfor
Appears in 3 contracts
Sources: Warrant Agreement (Tishman Speyer Innovation Corp. II), Warrant Agreement (Tishman Speyer Innovation Corp. II), Warrant Agreement (TS Innovation Acquisitions Corp.)
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A Common Stock is increased by a capitalization stock dividend payable in shares of Class A Common Stock, or by a split-up of Class A shares of Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Class A shares of Common Stock. A rights offering made to all or substantially all holders of Class A the Common Stock entitling holders to purchase Class A shares of Common Stock at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization stock dividend of a number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Class A Common Stock) and multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Common Stock, in determining the price payable for Class A Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fairshall
Appears in 2 contracts
Sources: Warrant Agreement (EG Acquisition Corp.), Warrant Agreement (EG Acquisition Corp.)
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Class A Common Stock is increased by a capitalization stock dividend payable in shares of Class A Common Stock, or by a split-up of Class A shares of Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Class A shares of Common Stock. A rights offering to holders of Class A the Common Stock entitling holders to purchase Class A shares of Common Stock at a price less than the “Fair Market Value” (as defined below) shall be deemed a capitalization stock dividend of a number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Class A Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Common Stock, in determining the price payable for Class A Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fairfor
Appears in 2 contracts
Sources: Warrant Agreement (Blue Water Acquisition Corp.), Warrant Agreement (Silver Run Acquisition Corp II)
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Class A Common Stock is increased by a capitalization stock dividend payable in shares of Class A Common Stock, Stock or by a split-up of Class A shares of Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Class A shares of Common Stock. A rights offering to all or substantially all holders of Class A the Common Stock entitling holders to purchase Class A shares of Common Stock at a price less than the “Fair Market Value” (as defined below) shall be deemed a capitalization stock dividend of a number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Class A Common Stock) multiplied by and (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection Section 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Common Stock, in determining the price payable for Class A Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fairfor
Appears in 1 contract
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Class A Common Stock Ordinary Shares is increased by a capitalization of Class A Common Stockshare dividend payable in Ordinary Shares, or by a split-up of Class A Common Stock Ordinary Shares or other similar event, then, on the effective date of such stock share dividend, split-up or similar event, the number of shares of Class A Common Stock Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Class A Common StockOrdinary Shares. A rights offering to holders of Class A Common Stock Ordinary Shares entitling holders to purchase Class A Common Stock Ordinary Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization share dividend of a number of shares of Class A Common Stock Ordinary Shares equal to the product of (i) the number of shares of Class A Common Stock Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Class A Common StockOrdinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock Ordinary Share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Common StockOrdinary Shares, in determining the price payable for Class A Common StockOrdinary Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair
Appears in 1 contract
Sources: Warrant Agreement (SilverBox Corp V)
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Class A Common Stock is increased by a capitalization stock dividend payable in shares of Class A Common Stock, or by a split-up of Class A shares of Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Class A shares of Common Stock. A rights offering to holders of Class A the Common Stock entitling holders to purchase Class A shares of Common Stock at a price less than the “Fair Market Value” (as defined below) shall be deemed a capitalization stock dividend of a number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Class A Common Stock) multiplied by and (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Common Stock, in determining the price payable for Class A Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair,
Appears in 1 contract
Sources: Warrant Agreement (Sustainable Development Acquisition I Corp.)
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Class A Common Stock is increased by a capitalization stock dividend payable in shares of Class A Common Stock, or by a split-up of Class A shares of Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Class A shares of Common Stock. A rights offering to holders of Class A the Common Stock entitling holders to purchase Class A shares of Common Stock at a price less than the “Fair Market Value” (as defined below) shall be deemed a capitalization stock dividend of a number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Class A Common Stock) multiplied by and (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Common Stock, in determining the price payable for Class A Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fairshall
Appears in 1 contract
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A Common Stock is increased by a capitalization stock dividend of Class A Common Stock, or by a split-up of Class A shares of Common Stock or other similar event, then, on the effective date of such stock dividend, share split-up ups or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding Class A shares of Common Stock. A rights offering made to all or substantially all holders of Class A the Common Stock entitling holders to purchase Class A shares of Common Stock at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization stock dividend of a number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Class A shares of Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A shares of Common Stock, in determining the price payable for Class A shares of Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fairsuch
Appears in 1 contract
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A Common Stock is increased by a share capitalization payable in shares of Class A Common Stock, or by a split-up of Class A shares of Common Stock or other similar event, then, on the effective date of such stock dividendshare capitalization, split-up or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding Class A shares of Common Stock. A rights offering to holders of Class A the shares of Common Stock entitling holders to purchase Class A shares of Common Stock at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a share capitalization of a number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Class A shares of Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Common Stock, in determining the price payable for Class A Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fairexercisable
Appears in 1 contract
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Class A Common Stock is increased by a capitalization stock dividend payable in shares of Class A Common Stock, or by a split-up of Class A shares of Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Class A shares of Common Stock. A rights offering to holders of Class A the Common Stock entitling holders to purchase Class A shares of Common Stock at a price less than the “Fair Market Value” (as defined below) Value shall be deemed a capitalization stock dividend of a number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Class A Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Common Stock, in determining the price payable for Class A Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fairaccount
Appears in 1 contract
Sources: Warrant Agreement (M3-Brigade Acquisition II Corp.)
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Class A Common Stock is increased by a capitalization stock dividend payable in shares of Class A Common Stock, or by a split-up of Class A shares of Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Class A shares of Common Stock. A rights offering to holders of Class A the Common Stock entitling holders to purchase Class A shares of Common Stock at a price less than the “Fair Market Value” (as defined below) shall be deemed a capitalization stock dividend of a number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Class A Common Stock) multiplied by and (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Common Stock, in determining the price payable for Class A Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fairshall
Appears in 1 contract
Sources: Warrant Agreement (Mudrick Capital Acquisition Corp)
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Class A Common Stock is increased by a capitalization stock dividend payable in shares of Class A Common Stock, or by a split-up of Class A shares of Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Class A shares of Common Stock. A rights offering to holders of Class A the Common Stock entitling holders to purchase Class A shares of Common Stock at a price less than the “Fair Market Value” (as defined below) shall be deemed a capitalization stock dividend of a number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Class A Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Common Stock, in determining the price payable for Class A Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fairconvertible
Appears in 1 contract
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Class A Common Stock is increased by a capitalization stock dividend payable in shares of Class A Common Stock, or by a split-up of Class A shares of Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Class A shares of Common Stock. A rights offering to holders of Class A the Common Stock entitling holders to purchase Class A shares of Common Stock at a price less than the “Fair Market Value” (as defined below) shall be deemed a capitalization stock dividend of a number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Class A Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Common Stock, in determining the price payable for Class A Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fairconsideration
Appears in 1 contract
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Class A Common Stock is increased by a capitalization stock dividend payable in shares of Class A Common Stock, or by a split-up of Class A shares of Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Class A shares of Common Stock. A rights offering to holders of Class A the Common Stock entitling holders to purchase Class A shares of Common Stock at a price less than the “Fair Market Value” (as defined below) shall be deemed a capitalization stock dividend of a number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Class A Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Common Stock, in determining the price payable for Class A Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair,
Appears in 1 contract