Common use of Sub-division Clause in Contracts

Sub-division. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding Shares is increased by a share capitalization or share dividend payable in Shares, or by a sub-division of Shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Shares. A rights offering made to all or substantially all holders of the Shares entitling holders to purchase Shares at a price less than the Historical Fair Market Value (as defined below) shall be deemed a share capitalization of a number of Shares equal to the product of (i) the number of 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 Shares) and (ii) one (1) minus the quotient of (x) the price per 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 Shares, in determining the price payable for 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) “Historical Fair Market Value” means the volume weighted average price of the Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No Shares shall be issued at less than their par value.

Appears in 6 contracts

Sources: Warrant Agreement (Helius Medical Technologies, Inc.), Warrant Agreement (Helius Medical Technologies, Inc.), Warrant Agreement (Sharps Technology Inc.)

Sub-division. If after the date hereof, and subject to the provisions of Section 4.6 belowhereof, the number of issued and outstanding Ordinary Shares is increased by a share capitalization or share dividend payable in Ordinary Shares, or by a subsplit-division up of Shares Ordinary Shares, or other similar event, then, on the effective date of such share capitalization, subsplit-division up or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding Ordinary Shares. A rights offering made to all or substantially all holders of the Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the Historical Fair Market Value Value” (as defined below) shall be deemed a share capitalization of a number of Ordinary Shares equal to the product of (i) the number of Shares Ordinary Share 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 Ordinary Shares) and multiplied by (ii) one (1) minus the quotient of (x) the price per 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 SharesOrdinary Share, in determining the price payable for the Ordinary 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) conversion. Historical Fair Market Value” means the volume weighted average price 10-Day Average Closing Price as of the Shares as reported during the ten first (101st) trading day period ending on the trading day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No Shares Notwithstanding anything to the contrary herein, no Ordinary Share shall be issued at less than their par value.

Appears in 4 contracts

Sources: Warrant Agreement (Pelican Acquisition Corp), Warrant Agreement (Pelican Acquisition Corp), Warrant Agreement (Pelican Acquisition Corp)

Sub-division. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding Shares shares of Common Stock is increased by a share capitalization or share dividend payable in Sharesshares of Common Stock, or by a sub-division of Shares shares of Common Stock or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of Shares shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Sharesshares of Common Stock . A rights offering made to all or substantially all holders of the Shares shares of Common Stock entitling holders to purchase Shares shares of Common Stock at a price less than the Historical Fair Market Value Value” (as defined below) shall be deemed a share capitalization of a number of Shares shares of Common Stock equal to the product of (i) the number of Shares shares of 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 Sharesshares of Common Stock ) and (ii) one (1) minus the quotient of (x) the price per Share share of 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 Sharesshares of Common Stock, in determining the price payable for Sharesshares 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) “Historical Fair Market Value” means the volume weighted average price of the Shares shares of Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Shares shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No Shares shall be issued at less than their par value.

Appears in 2 contracts

Sources: Warrant Agreement (Silver Sustainable Solutions Corp.), Warrant Agreement (Silver Sustainable Solutions Corp.)

Sub-division. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding Shares is increased by a share capitalization or share dividend payable in Shares, or by a sub-division of Shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Shares. A rights offering made to all or substantially all holders of the Shares entitling holders to purchase Shares at a price less than the Historical Fair Market Value Value” (as defined below) shall be deemed a share capitalization of a number of Shares equal to the product of (i) the number of 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 Shares) and (ii) one (1) minus the quotient of (x) the price per 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 Shares, in determining the price payable for 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) “Historical Fair Market Value” means the volume weighted average price of the Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No no Shares shall be issued at less than their par value.

Appears in 2 contracts

Sources: Warrant Agreement (Miluna Acquisition Corp), Warrant Agreement (Miluna Acquisition Corp)

Sub-division. If after the date hereof, and subject to the provisions of Section 4.6 belowhereof, the number of issued and outstanding Ordinary Shares is increased by a share capitalization or share dividend payable in Ordinary Shares, or by a subsplit-division up of Shares Ordinary Shares, or other similar event, then, on the effective date of such share capitalization, subsplit-division up or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding Ordinary Shares. A rights offering made to all or substantially all holders of the Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the Historical Fair Market Value Value” (as defined below) shall be deemed a share capitalization of a number of Ordinary Shares equal to the product of (i) the number of 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 Ordinary Shares) and multiplied by (ii) one (1) minus the quotient of (x) the price per 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 Ordinary Shares, in determining the price payable for the Ordinary 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) conversion. Historical Fair Market Value” means the volume weighted average price 10-Day Average Closing Price as of the Shares as reported during the ten first (101st) trading day period ending on the trading day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No Notwithstanding anything to the contrary herein, no Ordinary Shares shall be issued at less than their par value.

Appears in 2 contracts

Sources: Warrant Agreement (Aldel Financial II Inc.), Warrant Agreement (Aldel Financial II Inc.)

Sub-division. If after the date hereof, and subject to the provisions of Section 4.6 below, hereof the number of issued and outstanding Ordinary Shares is increased by a share capitalization or share dividend payable in of Ordinary Shares, or by a sub-division of Ordinary Shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding Ordinary Shares. A rights offering made to all or substantially all holders of the Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the Historical Fair Market Value Value” (as defined below) shall be deemed a share capitalization of a number of Ordinary Shares equal to the product of (i) the number of 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 Ordinary Shares) and multiplied by (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1Section 2(a)(i), (iA) if the rights offering is for securities convertible into or exercisable for Ordinary Shares, in determining the price payable for Ordinary 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 (iiB) “Historical Fair Market Value” means the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No Ordinary Shares shall be issued at less than their par value.

Appears in 1 contract

Sources: Ordinary Share Purchase Warrant (Captivision Inc.)

Sub-division. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding Shares is increased by a share capitalization or share dividend payable in Shares, or by a sub-division of Shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Shares. A rights offering made to all or substantially all holders of the Shares entitling holders to purchase Shares at a price less than the Historical Fair Market Value (as defined below) shall be deemed a share capitalization of a number of Shares equal to the product of (i) the number of 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 Shares) and (ii) one (1) minus the quotient of (x) the price per 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 Shares, in determining the price payable for 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) “Historical Fair Market Value” means the volume weighted average price of the Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No Shares shall be issued at less than their par nominal value.

Appears in 1 contract

Sources: Warrant Agreement (Brera Holdings PLC)