Form of Founder Warrant. Each Founder Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto (the “Warrant Certificate”), the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board, the Chief Executive Officer, the Chief Operating Officer or President and Secretary or Assistant Secretary of the Company and shall bear a facsimile of the Company’s seal. In the event the person whose facsimile signature has been placed upon any Warrant Certificate shall have ceased to serve in the capacity in which such person signed the Warrant Certificate before such Warrant Certificate is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.
Form of Founder Warrant. The form of Warrant Certificate need not be changed because of any adjustment pursuant to this Section 4, and Warrant Certificates issued after such adjustment may state the same Warrant Price and the same number of shares as are stated in the Warrant Certificates initially issued pursuant to this Agreement. However, the Company may at any time in its sole discretion make any change in the form of Warrant Certificate that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant Certificate thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant Certificate or otherwise, may be in the form as so changed.
Form of Founder Warrant. The Founder Warrants will be issued in the same form as the Public Warrants except that the Founder Warrants, (i) subject to certain limited exceptions described below, will not be transferable or salable until they are released from escrow, which will not occur until the later of (a) one year after the date of the final prospectus included in the Registration Statement and (b) sixty days after the consummation of the Company’s initial Business Combination (as defined below), (ii) will be exercisable on a cashless basis in accordance with Section 3.3.1(b) hereof, (iii) will not be redeemable by the Company so long as they are still held by the Founder or a member of the Founder as of the date of this Agreement, and (iv) may be exercised for unregistered shares so long as a registration statement relating to the Common Stock issuable upon exercise of the warrants is not effective and current. Prior to their release from escrow, the Founder Warrants may only be transferred (i) to persons or entities controlling, controlled by, or under common control with the Founder, or to any stockholder, member, partner or limited partner of such entity, or (ii) to family members and trusts of permitted assignees for estate planning purposes or, upon the death of any such person, to an estate or beneficiaries of permitted assignees. In each case, such transferees will be subject to the same transfer restrictions as the Founder until after the Company completes its initial Business Combination.
Form of Founder Warrant. The Founder Warrants will be issued in the same form as the Public Warrants except that the Founder Warrants, (i) subject to certain limited exceptions described below, will not be transferable or salable until they are released from escrow, which will not occur until the later of (a) one year after the date of the final prospectus included in the Registration Statement and (b) sixty days after the consummation of the Company’s initial Business Combination (as defined below), (ii) will be exercisable on a cashless basis in accordance with Section 3.3.1(c) hereof, (iii) will not be redeemable by the Company so long as they are still held by the Founder or a member of the Founder as of the date of this Agreement, and (iv) will be exercised for unregistered shares so long as a registration statement relating to the Common Stock issuable upon exercise of the Founder Warrants is not effective and current. Prior to their release from escrow, the Founder Warrants may only be transferred (i) to persons or entities controlling, controlled by, or under common control with the Founder, or to any stockholder, member, partner or limited partner of such entity, (ii) to family members and trusts of permitted assignees for estate planning purposes or, upon the death of any such person, to an estate or beneficiaries of permitted assignees, or (iii) by private sales, made in compliance with applicable securities laws, made at or prior to the consummation of a Business Combination at prices no greater than the price at which the Founder Warrants were originally purchased; provided that such transfers may be implemented only upon the respective transferee’s written agreement to be bound by this Agreement, the Founder Warrant Escrow Agreement, and the Insider Letter signed by the Founder, SunTrust and the Company. In each case, such transferees will be subject to the same transfer restrictions as the Founder until after the Company completes its initial Business Combination.
Form of Founder Warrant. The Founder Warrants will be issued in the same form as the Public Warrants except that the Founder Warrants, (i) subject to certain limited exceptions described below, will not be transferable or salable until they are released from escrow, which will not occur until after the consummation of the Company’s initial Business Combination (as defined below), (ii) will be exercisable on a cashless basis in accordance with Section 3.3.1(c) hereof, (iii) will not be redeemable by the Company so long as they are still held by the Founders or an affiliate of the Founders as of the date of this Agreement, and (iv) will be exercised for unregistered shares so long as a registration statement relating to the Common Stock issuable upon exercise of the Founder Warrants is not effective and current. Prior to their release from escrow, the Founder Warrants may only be transferred to persons or entities controlling, controlled by, or under common control with the Founders, or to any stockholder, member, partner or limited partner of such entity; provided that such transfers may be implemented only upon the respective transferee’s written agreement to be bound by this Agreement, the Founder Warrant Escrow Agreement, and the Insider Letter signed by the Founders, Broadband and the Company. In each case, such transferees will be subject to the same transfer restrictions as the Founders until after the Company completes its initial Business Combination.
