Terms of the Warrant. The terms of the Warrants are set forth in the form of the Definitive Certificate attached hereto as Annex C, which form is incorporated by reference into this Warrant Agreement. If there is any discrepancy between any Section of this Warrant Agreement or the Global Certificate applicable to the Warrants and the form of Definitive Certificate attached hereto as Annex C, the form of Definitive Certificate shall govern and control.
Terms of the Warrant. The Warrants shall be substantially identical to the warrants included in the units offered in the IPO as set forth in the Warrant Agreement, except the Warrants: (i) will be subject to the transfer restrictions described herein, (ii) are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or the resale of the Warrants is registered under the Securities Act, (iii) will be non-redeemable so long as they are held by the Sponsors or any of their permitted transferees and (iv) are exercisable for cash or on a “cashless” basis if held by the Sponsors or any of their permitted transferees.
Terms of the Warrant. The Warrants are substantially identical to the warrants included in the units offered in the IPO as set forth in the Warrant Agreement to be entered into with Continental Stock Transfer and Trust Company on or prior to the closing of the IPO, except: (i) they will be placed in escrow and not released before, except in limited circumstances, 30 days following the consummation of a Business Combination, (ii) they are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after they are registered pursuant to the Registration Rights Agreement to be signed on or before the date of the prospectus relating to the Company’s IPO, and (iii) if held by the original holders or their permitted assigns, (a) they will be non-redeemable, (b) they will be exercisable on a “cashless” basis and (c) with respect to the Warrants being purchased by the underwriters of the IPO, they will expire five years from the effective date of the registration statement for the units sold in the IPO.
Terms of the Warrant. The Warrants are similar to the warrants included in the units offered in the IPO, except that: (i) they are not being registered in the Registration Statement; (ii) they are not transferable until the consummation of a Business Combination; and (iii) they are not redeemable so long as they are held by the initial holder thereof (or any of their permitted transferees); and (iv) they may be exercised on a “cashless” basis so long as they are held by the initial holder thereof (or any of their permitted transferees). The Warrant Shares will be granted certain registration rights. In no event will the Company be required to net cash settle the Warrant exercise.
Terms of the Warrant. The Warrants are substantially identical to the warrants included in the units offered in the IPO, except: (i) they will not have a claim to the funds held in the trust account, (ii) they will be placed in escrow and not released before, except in limited circumstances, until after the consummation of a Business Combination as more fully described in Section 5, (iii) they are being purchased in a private placement pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after they are registered pursuant to a registration rights agreement to be entered on or before the date of the final prospectus relating to the Company’s IPO, (iv) they will be non-redeemable so long as they are held by Subscriber (or any of its permitted assigns), (v) they are exercisable (a) on a “cashless” basis if held by the Subscriber or its permitted assigns and (b) may not be sold, assigned or transferred until the consummation of a business combination, (vi) they will not have rights to any liquidation distribution, and (vii) may be exercised in the absence of an effective registration statement covering the Ordinary Shares underlying the Warrants. In the event that Company fails to consummate a business combination the Warrants will expire worthless. In no event will the Company be required to net cash settle the Warrant exercise.
Terms of the Warrant. The Warrants are substantially identical to the warrants included in the units offered in the IPO as set forth in the Warrant Agreement to be entered into with a mutually agreeable warrant agent on or prior to the closing of the IPO, except the Warrants: (i) will be subject to transfer restrictions, (ii) are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to the Registration Rights Agreement, (iii) will be non-redeemable so long as they are held by the initial holder thereof (or any of its permitted transferees), and (iv) are exercisable on a “cashless” basis if held by the Sponsor or its permitted assigns.
Terms of the Warrant. A. Subject to the provisions of Sections I.E. and III.A. hereof, this Warrant may be exercised at any time and from time to time after _______________, 2001 (the "EXERCISE COMMENCEMENT DATE"), but no later than 5:00 P.M., New York time, ______________________ (the "EXPIRATION TIME"). If this Warrant is not exercised on or before the Expiration Time it shall become void, and all rights hereunder shall thereupon cease.
B. 1. The Holder may exercise this Warrant, in whole or in part, upon surrender of this Warrant and a notice of exercise in the form attached hereto as Exhibit A (the "NOTICE OF Exercise") duly executed, completed and delivered to the Corporation at its corporate office. Promptly upon receipt of this Warrant and the Notice of Exercise and the payment of the Exercise Price in accordance with terms set forth below, and in no event later than ten (10) days thereafter, the Corporation shall issue and deliver to the Holder or its nominee certificates for the total number of whole Shares for which this Warrant is being exercised in such denominations as are required for delivery to the Holder and shall execute the Notice of Exercise indicating the number of Shares which remain subject to future purchases if any. The Exercise Price may be paid at the Holder's election either (i) by cash or check, or (ii) by surrender of this Warrant ("NET ISSUANCE") as determined below. If the Holder elects the Net Issuance method, the Corporation will issue Common Stock to the Holder (without any further payment) in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock then requested to be issued under this Warrant. A = the fair market value (per share) of the Common Stock of the Corporation as of the date of the Notice of Exercise. B = the Exercise Price as of the date of the Notice of Exercise. As used herein, current fair market value of Common Stock shall mean with respect to each share of Common Stock:
(i) if traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a twenty-one (21) day period ending three days before the date of the Notice of Exercise; or
(ii) if actively traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked prices quoted on the National Association of Securities Dealers Automated Quotation System (the "NASDAQ S...
Terms of the Warrant. The Warrants are substantially identical to the warrants included in the units offered in the IPO, except: (i) they will not have a claim to the funds held in the trust account, (ii) they will be placed in escrow and not released before, except in limited circumstances, until after the consummation of a Business Combination, (iii) they are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after they are registered pursuant to a registration rights agreement to be signed on or before the date of this prospectus, (iv) they will be non-redeemable so long as they are held by the initial holder thereof (or any of its permitted transferees), and (v) they are exercisable (a) on a “cashless” basis if held by the initial holder thereof or its permitted assigns and (b) in the absence of an effective registration statement covering the shares of common stock underlying the warrants. In no event will the Company be required to net cash settle the Warrant exercise.
Terms of the Warrant. The Warrants shall be substantially identical to the warrants included in the units offered in the IPO as set forth in the warrant agreement to be entered into with a mutually agreeable warrant agent on or prior to the closing of the IPO (the “Warrant Agreement”), except that the Warrants: (i) will be subject to the transfer restrictions described herein, (ii) are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or the resale of the Warrants is registered under the Securities Act, (iii) will be non-redeemable so long as they are held by Investor or any of his permitted transferees and (iv) are exercisable for cash or on a “cashless” basis if held by Investor, initial shareholders, affiliates or any of their permitted transferees as such terms are defined in the Warrant Agreement.
Terms of the Warrant. The Warrants are substantially identical to the warrants included in the units offered in the IPO as set forth in the Warrant Agreement to be entered into with Continental Stock Transfer and Trust Company on or prior to the Closing, except: (i) they will be placed in escrow and not released before, except in limited circumstances, until the consummation of a Business Transaction, (iii) they are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after they are registered pursuant to the Registration Rights Agreement to be signed on or before the date of the Prospectus, (iv) they will be non-redeemable so long as they are held by a Subscriber (or any of his permitted transferees), and (v) they are exercisable on a “cashless” basis if held by a Subscriber (or any of his or its permitted transferees).
