Common use of Warrant Exercise Period Clause in Contracts

Warrant Exercise Period. Each Warrant shall entitle its holder to purchase one share of Common Stock for $5.00 per share. Warrants may not be exercised prior to the completion by the Company of an Initial Business Transaction, which Initial Business Transaction is contemplated to be completed on or prior to 11:59 p.m., New York City time, on the 21-month anniversary of the Effective Date (or the 24-month anniversary of the Effective Date if a letter of intent or a definitive agreement has been executed within 21 months from the Effective Date and the Initial Business Transaction has not been completed within such 21-month period) (the “Termination Date”). Upon the completion of the Initial Business Transaction, the Warrants will be exercisable only during the period (the “Exercise Period”) commencing on the date and time at which a post-effective amendment to the Registration Statement or a new registration statement in respect of the shares of Common Stock underlying such Warrants becomes effective, and terminating at 5:00 p.m., New York City time, on the forty-fifth (45th) day after the effectiveness of such post-effective amendment or registration statement; provided, however, that if such registration statement or post-effective amendment ceases to be effective or is subject to a stop order or an injunction or the related prospectus is unavailable for use, then the Exercise Period shall be extended by the number of days during which such registration statement or post-effective amendment was not effective or subject to a stop order or an injunction or such prospectus was unavailable for use. The Warrants shall expire (a) on the Termination Date, if the Initial Business Transaction is not completed on or prior to the Termination Date, and (b) at the time at which the Exercise Period ends, if the Initial Business Transaction is completed on or prior to the Termination Date. The Warrants shall not be redeemable. As used herein, the term “Initial Business Transaction” shall mean the Company’s initial acquisition of one or more operating businesses or assets through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction.

Appears in 2 contracts

Samples: Underwriting Agreement (COMMITTED CAPITAL ACQUISITION Corp), Underwriting Agreement (COMMITTED CAPITAL ACQUISITION Corp)

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Warrant Exercise Period. Each Warrant shall entitle its holder to purchase one share of Common Stock for $5.00 per share. Warrants may not be exercised prior to the completion by the Company of an Initial Business Transaction, which Initial Business Transaction is contemplated to be completed on or prior to 11:59 p.m., New York City time, on the 21-month anniversary of the Effective Date (or the 24-month anniversary of the Effective Date if a letter of intent or a definitive agreement has been executed within 21 months from the Effective Date and the Initial Business Transaction has not been completed within such 21-month period) (the “Termination Date”). Upon the completion of the Initial Business Transaction, the Warrants will be exercisable only during the period (the “Exercise Period”) commencing on the date and time at which a post-effective amendment to the Registration Statement or a new registration statement in respect of the shares of Common Stock underlying such Warrants becomes effective, and terminating at 5:00 p.m., New York City time, on the date that is the earlier of (i) two years after the effective date of the registration statement registering the shares of common stock issuable upon the exercise of the Warrants or (ii) the forty-fifth (45th) day after following the effectiveness date that the Company’s Common Stock closes at or above $6.25 per share for 20 out of 30 trading days commencing on such post-effective amendment or registration statementdate (the “Pricing Condition”); provided, however, that if such registration statement or post-effective amendment ceases to be effective or is subject to a stop order or an injunction or the related prospectus is unavailable for use, then the Exercise Period shall be extended by the number of days during which such registration statement or post-effective amendment was not effective or subject to a stop order or an injunction or such prospectus was unavailable for use. Once the Pricing Condition is met, the Company will within two (2) business days issue a press release or file a Current Report on Form 8-K announcing the date for the termination of the Exercise Period for the Warrants. The Warrants shall expire (a) on the Termination Date, if the Initial Business Transaction is not completed on or prior to the Termination Date, and (b) at the time at which the Exercise Period ends, if the Initial Business Transaction is completed on or prior to the Termination Date. The Warrants shall not be redeemable. As used herein, the term “Initial Business Transaction” shall mean the Company’s initial acquisition of one or more operating businesses or assets through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction.

Appears in 2 contracts

Samples: Underwriting Agreement (COMMITTED CAPITAL ACQUISITION Corp II), Underwriting Agreement (COMMITTED CAPITAL ACQUISITION Corp II)

Warrant Exercise Period. Each Warrant shall entitle its holder to purchase one-half of one share of Common Stock for $2.50 per half share ($5.00 per whole share). Warrants may be exercised only for a whole number of shares of common stock. No fractional shares will be issued upon exercise of the Warrants. Warrants may not be exercised prior to the completion by the Company of an Initial Business Transaction, which Initial Business Transaction is contemplated to be completed on or prior to 11:59 p.m., New York City time, on the 21-month anniversary of the Effective Date (or the 24-month anniversary of the Effective Date if a letter of intent or a definitive agreement has been executed within 21 months from the Effective Date and the Initial Business Transaction has not been completed within such 21-month period) (the “Termination Date”). Upon the completion of the Initial Business Transaction, the Warrants will be exercisable only during the period (the “Exercise Period”) commencing on the date and time at which a post-effective amendment to the Registration Statement or a new registration statement in respect of the shares of Common Stock underlying such Warrants becomes effective, and terminating at 5:00 p.m., New York City time, on date that is the earlier of (i) five years after the effective date of the registration statement registering the shares of common stock issuable upon the exercise of the Warrants or (ii) the forty-fifth (45th) day after following the effectiveness date that the Company's common stock closes at or above $8.00 per share for 20 out of 30 trading days commencing on such post-effective amendment or registration statementdate; provided, however, that if such registration statement or post-effective amendment ceases to be effective or is subject to a stop order or an injunction or the related prospectus is unavailable for use, then the Exercise Period shall be extended by the number of days during which such registration statement or post-effective amendment was not effective or subject to a stop order or an injunction or such prospectus was unavailable for use. The Warrants shall expire (a) on the Termination Date, if the Initial Business Transaction is not completed on or prior to the Termination Date, and (b) at the time at which the Exercise Period ends, if the Initial Business Transaction is completed on or prior to the Termination Date. The Warrants shall not be redeemable. As used herein, the term “Initial Business Transaction” shall mean the Company’s initial acquisition of one or more operating businesses or assets through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction.

Appears in 1 contract

Samples: Underwriting Agreement (COMMITTED CAPITAL ACQUISITION Corp II)

Warrant Exercise Period. Each Warrant shall entitle its holder to purchase one share of Common Stock for $5.00 per share. Warrants may not be exercised prior to the completion by the Company of an Initial Business Transaction, which Initial Business Transaction is contemplated to be completed on or prior to 11:59 p.m., New York City time, on the 21-month anniversary of the Effective Date (or the 24-month anniversary of the Effective Date if a letter of intent or a definitive agreement has been executed within 21 months from the Effective Date and the Initial Business Transaction has not been completed within such 21-month period) (the “Termination Date”). Upon the completion of the Initial Business Transaction, the Warrants will be exercisable only during the period (the “Exercise Period”) commencing on the date and time at which a post-effective amendment to the Registration Statement or a new registration statement in respect of the shares of Common Stock underlying such Warrants becomes effective, and terminating at 5:00 p.m., New York City time, on the forty-fifth (45th) day after the effectiveness of such post-effective amendment or registration statement; provided, however, that if such registration statement or post-effective amendment ceases to be effective or is subject to a stop order or an injunction or the related prospectus is unavailable for use, then the Exercise Period shall be extended by the number of days during which such registration statement or post-effective amendment was not effective or subject to a stop order or an injunction or such prospectus was unavailable for use. The Warrants shall expire (a) on the Termination Date, if the Initial Business Transaction is not completed on or prior to the Termination Date, and (b) at the time at which the Exercise Period ends, if the Initial Business Transaction is completed on or prior to the Termination Date. The Warrants shall not be redeemable. As used herein, the term “Initial Business Transaction” shall mean the Company’s initial acquisition of one or more operating businesses or assets through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction.

Appears in 1 contract

Samples: Underwriting Agreement (COMMITTED CAPITAL ACQUISITION Corp II)

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Warrant Exercise Period. Each Warrant shall entitle its holder to purchase one-half of one share of Common Stock for $2.50 per half share ($5.00 per whole share). Warrants may be exercised only for a whole number of shares of Common Stock. No fractional shares will be issued upon exercise of the Warrants. Warrants may be exercised only for a whole number of shares of common stock. No fractional shares will be issued upon exercise of the Warrants. Warrants may not be exercised prior to the completion by the Company of an Initial Business Transaction, which Initial Business Transaction is contemplated to be completed on or prior to 11:59 p.m., New York City time, on the 21-month anniversary of the Effective Date (or the 24-month anniversary of the Effective Date if a letter of intent or a definitive agreement has been executed within 21 months from the Effective Date and the Initial Business Transaction has not been completed within such 21-month period) (the “Termination Date”). Upon the completion of the Initial Business Transaction, the Warrants will be exercisable only during the period (the “Exercise Period”) commencing on the date and time at which a post-effective amendment to the Registration Statement or a new registration statement in respect of the shares of Common Stock underlying such Warrants becomes effective, and terminating at 5:00 p.m., New York City time, on the date that is the earlier of (i) five years after the effective date of the registration statement registering the shares of common stock issuable upon the exercise of the Warrants or (ii) the forty-fifth (45th) day after following the effectiveness date that the Company’s Common Stock closes at or above $8.00 per share for 20 out of 30 trading days commencing on such post-effective amendment or registration statementdate; provided, however, that if such registration statement or post-effective amendment ceases to be effective or is subject to a stop order or an injunction or the related prospectus is unavailable for use, then the Exercise Period shall be extended by the number of days during which such registration statement or post-effective amendment was not effective or subject to a stop order or an injunction or such prospectus was unavailable for use. The Warrants shall expire (a) on the Termination Date, if the Initial Business Transaction is not completed on or prior to the Termination Date, and (b) at the time at which the Exercise Period ends, if the Initial Business Transaction is completed on or prior to the Termination Date. The Warrants shall not be redeemable. As used herein, the term “Initial Business Transaction” shall mean the Company’s initial acquisition of one or more operating businesses or assets through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction.

Appears in 1 contract

Samples: Underwriting Agreement (COMMITTED CAPITAL ACQUISITION Corp II)

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