SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, _________, 2011 IDEATION ACQUISITION CORP.
Exhibit 4.3
NUMBER _______________- | _____________ WARRANTS |
(SEE REVERSE SIDE FOR LEGEND)
THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO
5:00 P.M. NEW YORK CITY TIME, _________, 2011
THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO
5:00 P.M. NEW YORK CITY TIME, _________, 2011
CUSIP________
WARRANT
THIS CERTIFIES THAT, for value received ________________________ is the registered holder of a Warrant or Warrants
expiring at 5:00 p.m., New York City time, on ______________, 2011 (the “Warrant”) to purchase one
fully paid and non-assessable share of Common Stock, par value $0.0001 per share (“Shares”), of
Ideation Acquisition Corp., a Delaware corporation (the “Company”), for each Warrant evidenced by
this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company,
commencing on the later of (i) the Company’s completion of a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or other similar business combination and (ii)
______________, 2008, such number of Shares of the Company at the price of $6.00 per share, upon
surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of
the Warrant Agent, Continental Stock Transfer & Trust Company, but only subject to the conditions
set forth herein and in the Warrant Agreement between the Company and Continental Stock Transfer &
Trust Company. The Warrant Agreement provides that upon the occurrence of certain events the
Warrant Price and the number of Shares purchasable hereunder, set forth on the face hereof, may,
subject to certain conditions, be adjusted. The term Warrant Price as used in this Warrant
Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant
is exercised.
No fraction of a Share will be issued upon any exercise of a Warrant. If the holder of a
Warrant would be entitled to receive a fraction of a Share upon any exercise of a Warrant, the
Company shall, upon such exercise, round up or down to the nearest whole number the number of
Shares to be issued to such holder.
Upon any exercise of the Warrant for less than the total number of full Shares provided for
herein, there shall be issued to the registered holder hereof or the registered holder’s assignee a
new Warrant Certificate covering the number of Shares for which the Warrant has not been exercised.
Warrant Certificates, when surrendered at the office or agency of the Warrant Agent by the
registered holder hereof in person or by attorney duly authorized in writing, may be exchanged in
the manner and subject to the limitations provided in the Warrant Agreement, but without payment of
any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants.
Upon due presentment for registration of transfer of the Warrant Certificate at the office or
agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants shall be issued to the transferee in
exchange for this Warrant Certificate, subject to the limitations provided in the Warrant
Agreement, without charge except for any applicable tax or other governmental charge.
The Company and the Warrant Agent may deem and treat the registered holder as the absolute
owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the
registered holder, and for all other purposes, and neither the Company nor the Warrant Agent shall
be affected by any notice to the contrary.
This Warrant does not entitle the registered holder to any of the rights of a stockholder of
the Company.
The Company reserves the right to redeem the Warrant at any time prior to its exercise, with a
notice of redemption in writing to the holder of record of the Warrant, giving 30 days’ notice of
such redemption at any time after the Warrant becomes exercisable and prior to its expiration if
the last sale price of the Shares has been equal to or greater than $11.50 per share on each of 20
trading days within any 30 trading day period ending on the third business day prior to the date on
which notice of such redemption is given. The redemption price of the Warrants is to be $0.01 per
Warrant. Any Warrant either not exercised or tendered back to the Company by the end of the date
specified in the notice of redemption shall be canceled on the books of the Company and have no
further value except for the $0.01 redemption price.
By:
|
By: | |||||
Secretary | Chairman of the Board |
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent |
||||
By: | ||||
SUBSCRIPTION FORM
To Be Executed by the Registered Holder in Order to Exercise Warrants
The undersigned Registered Holder irrevocably elects to exercise ______________ Warrants represented by
this Warrant Certificate, and to purchase the shares of Common Stock issuable upon the exercise of
such Warrants, and requests that Certificates for such shares shall be issued in the name of
(PLEASE TYPE OR PRINT NAME AND ADDRESS)
(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
and be delivered to |
(PLEASE PRINT OR TYPE NAME AND ADDRESS)
and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the
name of, and delivered to, the Registered Holder at the address stated below:
Dated: ________________________
Dated: ________________________
________________________________
(SIGNATURE)
(SIGNATURE)
________________________________
________________________________
(ADDRESS)
(ADDRESS)
________________________________
(TAX IDENTIFICATION NUMBER)
(TAX IDENTIFICATION NUMBER)
ASSIGNMENT
To Be Executed by the Registered Holder in Order to Assign Warrants
To Be Executed by the Registered Holder in Order to Assign Warrants
For Value Received, _________________ hereby sell, assign, and transfer unto
(PLEASE TYPE OR PRINT NAME AND ADDRESS)
(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
and be delivered to |
(PLEASE PRINT OR TYPE NAME AND ADDRESS)
________________ of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitute and appoint ________________ Attorney to transfer this Warrant Certificate on the books
of the Company, with full power of substitution in the premises.
Dated: ________________
Dated: ________________
___________________________________
(SIGNATURE)
(SIGNATURE)
The signature to the assignment of the Subscription Form must correspond to the name written upon
the face of this Warrant Certificate in every particular, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a commercial bank or trust company or a member firm of
the American Stock Exchange, New York Stock Exchange, Pacific Stock Exchange or Chicago Stock
Exchange.