Redemption of Warrants. (a) Subject to the terms of this Section 4, the Company shall have the right to redeem this Warrant for a redemption price (the "Redemption Price") equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock).
(b) The Company shall exercise this redemption right by providing at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date).
(c) Notwithstanding the foregoing, the Company may not redeem this Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005.
(d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)
Redemption of Warrants. Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.2 below, at the price of $0.01 per Warrant (the “Redemption Price”), provided that the closing price of the Common Stock reported has been at least $18.00 per share (subject to adjustment in compliance with Section 4 hereof), on each of twenty (20) trading days within the thirty (30) trading-day period commencing once the Warrants become exercisable and ending on the third trading day prior to the date on which notice of the redemption is given; provided further that there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.2 below) or the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1 and such cashless exercise is exempt from registration under the Securities Act.
Redemption of Warrants. Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.2 below, at the price of $0.01 per Warrant (the “Redemption Price”), provided that the closing price of the Common Stock reported has been at least $18.00 per share (subject to adjustment in compliance with Section 4 hereof), on each of twenty (20) trading days, within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption is given and provided that there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.2 below) or the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1 and such cashless exercise is exempt from registration under the Securities Act.
Redemption of Warrants. (a) The Company may call the Public Warrants for redemption at a price of $0.01 per Public Warrant, upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, at any time after such Public Warrants have become exercisable pursuant to Section 6.1 above, if, and only if, (i) the Closing Price has equaled or exceeded $15.00 (the “Redemption Threshold”) per share for any 20 trading days within a 30-trading-day period ending on the third trading day prior to the notice of redemption to Public Warrant holders and (ii) at all times between the date of such notice of redemption and the redemption date a registration statement is in effect covering the Warrant Shares issuable upon exercise of the Public Warrants and a current prospectus relating to those Warrant Shares is available. Notwithstanding the foregoing, the Warrants issued to the underwriter of the Company’s initial public offering pursuant to their unit purchase option, shall not be redeemable by the Company.
(b) The “Closing Price” of the ordinary shares on any date of determination means:
(i) the closing sale price for the regular trading session (without considering after hours or other trading outside regular trading session hours) of the ordinary shares (regular way) as reported in the composite transactions for the principal United States securities exchange on which the ordinary shares are so listed on that date (or, if no closing price is reported, the last reported sale price during that regular trading session), or
(ii) if the ordinary shares are not so listed, the last quoted sales price for the ordinary shares as reported by the OTC Bulletin Board, the National Quotation Bureau or similar organization, or
(iii) if the ordinary shares are not so quoted, the average of the mid-point of the last bid and ask prices for the ordinary shares from at least three nationally recognized investment-banking firms that the Company selects for this purpose.
Redemption of Warrants. The Company may call the Warrants for redemption, in whole and not in part, at a price of $.01 per Warrant, upon not less than 30 days’ prior written notice of redemption to each Warrant holder, at any time after such Warrants have become exercisable pursuant to Section 6(a), if, and only if, (i) the Last Reported Sale Price has equaled or exceeded $13.75 per share for any 20 trading days within a 30-trading day period ending on the third Business Day prior to the notice of redemption to Warrant holders and (ii) at all times between the date of such notice of redemption and the redemption date a registration statement is in effect covering the Warrant Shares issuable upon exercise of the Warrants and a current prospectus relating to those Warrant Shares is available. Upon a call for redemption of Warrants by the Company, the Company shall have the right to require all holders of Warrants subject to redemption who exercise such Warrants after the Company’s call for redemption to do so on a cashless basis in accordance with the procedures set forth in Section 6(d). Notwithstanding the foregoing, no Private Warrants shall be redeemable at the option of the Company so long as they are held by the Founding Stockholder or its Permitted Transferees; provided that the fact that one or more Private Warrants are non-redeemable because of the reason described above shall not affect the Company’s right to redeem the Public Warrants and all Private Warrants that are not held by the Founding Stockholder or its Permitted Transferees. Table of Contents
Redemption of Warrants when the price per share of Common Stock equals or exceeds $18.00. Subject to Sections 6.5 and 6.6 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office(s) of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at the price (the “Redemption Price”) of $0.01 per Warrant, provided that (i) the last sales price of the Common Stock reported has been at least $18.00 per share (subject to adjustment in compliance with Section 4 hereof), on each of twenty (20) trading days, within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption is given and (ii) there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below) or the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1.
Redemption of Warrants. 21 14 Merger or Consolidation or Change of Name of Warrant Agent ............................... 21
Redemption of Warrants when the price per Ordinary Share equals or exceeds $18.00. Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.01 per Warrant, provided that (a) the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof) and (b) there is an effective registration statement covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below).
Redemption of Warrants when the price per Class A common stock equals or exceeds $10.00. Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, commencing ninety (90) days after they are first exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant, provided that the last reported sales price of the Common Stock reported has been at least $10.00 per share (subject to adjustment in compliance with Section 4 hereof), on the trading day prior to the date on which notice of the redemption is given, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Common Stock) as the outstanding Public Warrants and there is an effective registration statement covering the Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below). During the Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number of shares of Common Stock determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants) and the “Fair Market Value” (as such term is defined in subsection 3.3.1(b)) (a “Make-Whole Exercise”). 57 months 0.257 0.277 0.294 0.310 0.324 0.337 0.348 0.358 0.365 54 months 0.252 0.272 0.291 0.307 0.322 0.335 0.347 0.357 0.365 51 months 0.246 0.268 0.287 0.304 0.320 0.333 0.346 0.357 0.365 48 months 0.241 0.263 0.283 0.301 0.317 0.332 0.344 0.356 0.365 45 months 0.235 0.258 0.279 0.298 0.315 0.330 0.343 0.356 0.365 42 months 0.228 0.252 0.274 0.294 0.312 0.328 0.342 0.355 0.364 39 months 0.221 0.246 0.269 0.290 0.309 0.325 0.340 0.354 0.364 36 months 0.213 0.239 0.263 0.285 0.305 0.323 0.339 0.353 0.364 33 months 0.205 0.232 0.257 0.280 0.301 0.320 0.337 0.352 0.364 30 months 0.196 0.224 0.250 0.274 0.297 0.316 0.335 0.351 0.364 27 months 0.185 0.214 0.242 0.268 0.291 0.313 0.332 0.350 0.364 24 months 0.173 0.204 0.233 0.260 0.285 0.308 0.329 0.348 0.364 21 months 0.161 0.193 0.223 0.252 0.279 0.304 0.326 0.347 0.364 18 months 0.146 0.179 0.211 0.242 0.271 ...
Redemption of Warrants. The Warrants are redeemable by the Company at $0.05 per Warrant (the "Redemption Price"), upon 20 days notice, at the discretion of the Company, when the following three conditions have been met: (i) a registration statement has been filed under the Securities Act covering the resale of the Shares, Warrants and the Warrant Shares, and such registration statement is effective, (ii) a public market has developed for the Common Stock, and (iii) the bid price of the Common Stock has closed at $4.50 or higher for ten consecutive trading days. Redemption of the Warrants shall be automatically effective and the Warrants shall be deemed cancelled upon the Company's delivery of the Redemption Price to the Holder in accordance with this Agreement. Upon receipt of the Redemption Price, Holder agrees to return any evidence of the Warrants to the Company.
