Number of Warrants. For each Component of the Transaction, as provided in Schedule B to this Confirmation. Warrant Entitlement: One Share per Warrant.
Number of Warrants. CUSIP No. -------------------------------------------------------------------------------- See Reverse for Certain Definitions Exercisable from and after ____________, until 5:00 p.m. ________, __________, time on _________, ____. This Warrant Certificate certifies that ____________________, or registered assigns, is the registered holder of the number of Warrants set forth above, expiring at 5:00 p.m., ___________ , time, on ________ ___, ________ or, if such date is not a Business Day, the next succeeding Business Day (the "Warrants"), to purchase Common Stock, par value $0.01 per share (the "Common Stock"), of Edison Brothers Stores, Inc., a Delaware corporation (the "Company"). The Common Stock issuable upon exercise of Warrants is hereinafter referred to as the "Warrant Stock." Subject to the immediately succeeding paragraph, each Warrant entitles the holder upon exercise to purchase from the Company on or before 5:00 p.m., _____, ____ time, on _____ __, _____or, if such date is not a Business Day, the next succeeding Business Day, _______ shares of Common Stock, subject to adjustment as set forth herein and in the Warrant Agreement dated as of _________, (the "Warrant Agreement") by and between the Company and ___________, a _______ corporation, as warrant agent (the "Warrant Agent"), in whole or in part, at the initial purchase price of $16.40 per share, on and subject to the terms and conditions set forth herein and in the Warrant Agreement. Such purchase shall be payable in lawful money of the United States of America by certified or official bank check or any combination thereof to the order of the Warrant Agent for the account of the Company at the principal office of the Warrant Agent, subject to the conditions set forth herein and in the Warrant Agreement. The number of shares of Common Stock for which each Warrant is exercisable, and the price at which such shares may be purchased upon exercise of each Warrant, are subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement. Whenever the number of shares of Common Stock for which a Warrant is exercisable, or the price at which a share of such Common Stock may be purchased upon exercise of the Warrants, is adjusted pursuant to the Warrant Agreement, the Company shall cause to be given to each of the registered holders of the Warrants at such holders' addresses appearing on the Warrant register written notice of such adjustment by first class mail postage p...
Number of Warrants. The Holder is the owner of a number of warrants equal to the aggregate principal amount of the 6% Senior Subordinated Notes the Holder has purchased pursuant to the terms of the Unit Purchase Agreement (as hereinafter defined) divided by the Exercise Price.
Number of Warrants. ¨ Check if Warrantholder elects to exercise its Conversion Right in lieu of the payment of the aggregate Exercise Price pursuant to the terms and conditions set forth in the Warrants. ¨ Check if Warrantholder believes it satisfies the requirements to be a U.S. Citizen (additional information may be required by Company to confirm that Warrantholder is a U.S. Citizen). ¨ Check if Warrantholder believes it is a Non-U.S. Citizen. Warrantholder: By: Name: Title: Signature guaranteed by (if a guarantee is required): Securities to be issued to: If in book-entry form through the Depositary: Depositary Account Number: Name of Agent Member: If in definitive form: Social Security Number or Other Identifying Number: Name: Street Address: City, State and Zip Code: Any unexercised Warrants evidenced by the exercising Warrantholder’s interest in the Global Warrant or Definitive Warrant, as the case may be, to be issued to: If in book-entry form through the Depositary: Depositary Account Number: Name of Agent Member: If in definitive form: Social Security Number or Other Identifying Number: Name: Street Address: City, State and Zip Code: Form of Assignment For value received, the undersigned registered Warrantholder of the within Warrant Certificate hereby sells, assigns and transfers unto the Assignee(s) named below (including the undersigned with respect to any Warrants constituting a part of the Warrants evidenced by the within Warrant Certificate not being assigned hereby) all of the right, title and interest of the undersigned under the within Warrant Certificate with respect to the number of Warrants set forth below. Name of Assignees Address Number of Warrants Social Security Number or other Identifying Number and does irrevocably constitute and appoint [ ], the undersigned’s attorney, to make such transfer on the books of the Company maintained for the purpose, with full power of substitution in the premises. Dated: Warrantholder: By: Name: Title: Signature guaranteed by (if a guarantee is required):
Number of Warrants and does hereby irrevocably constitute and appoint the undersigned’s attorney to make such transfer on the books of maintained for that purpose, with full power of substitution in the premises. Date: * (Signature of Owner) (Street Address) (City) (State) (Zip Code) Signature Guaranteed by: * The signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and must be guaranteed by a financial institution satisfactory to the Warrant Agent. EXHIBIT C Option Pricing Assumptions / Methodology For the purpose of this Exhibit C:
Number of Warrants. The Corporation hereby agrees to issue and deliver to APTS on the Distribution Date Warrant Certificates evidencing 293,333 Warrants.
Number of Warrants. The Corporation hereby agrees to issue and deliver to Warrant Holder on the date hereof 20,000 Warrants and one or more Warrant Certificates evidencing such Warrants.
Number of Warrants. [ ]1. For the avoidance of doubt, the Number of Warrants shall be reduced by any Warrants exercised or deemed exercised hereunder. In no event will the Number of Warrants be less than zero. Warrant Entitlement: One Share per Warrant Strike Price: USD 120.0000. Notwithstanding anything to the contrary in the Agreement, this Confirmation or the Equity Definitions, in no event shall the Strike Price be subject to adjustment to the extent that, after giving effect to such adjustment, the Strike Price would be less than USD 59.99, except for any adjustment pursuant to the terms of this Confirmation and the Equity Definitions in connection with stock splits or similar changes to Company’s capitalization. Premium: USD [ ] Premium Payment Date: April [ ], 2014 Exchange: The NASDAQ Global Select Market Related Exchange(s): All Exchanges
Number of Warrants. 5 Section 3.2 Issuance of Warrants........................................................................ 5 Section 3.3 Registration of Transfer and Exchange....................................................... 5 Section 3.4 Execution And Delivery...................................................................... 6 Section 3.5 Destroyed, Lost, Mutilated Or Stolen Warrant Certificates................................... 7 Section 3.6 Persons Deemed Owners....................................................................... 7 Section 3.7 Cancellation Of Warrant Certificates........................................................ 8 Section 3.8 No Rights As Limited Partners............................................................... 8 ARTICLE 4......................................................................................................... 8
Number of Warrants. The Company shall issue Warrants to the Investors entitling the holders thereof (the “Warrantholders”) to subscribe for in aggregate a maximum of 26,558,600 Shares in accordance with Section 2, subject to adjustment as described in these Terms and Conditions.
