Election to Purchase. (To Be Executed Upon Exercise Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive __________ Ordinary Shares and herewith tenders payment for such shares to the order of CIS Acquisition Ltd. in the amount of $______ in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the name of ________________, whose address is _______________________________ and that such shares be delivered to ________________ whose address is ___________ ______________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of ______________, whose address is _________________________, and that such Warrant Certificate be delivered to _________________, whose address is __________________. Signature: _______________________ Date: _____________, 20__ Signature Guaranteed: _________________ LEGEND FOR PLACEMENT WARRANTS THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN. SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. No. _____ _______ Warrants
Appears in 2 contracts
Samples: CIS Acquisition Ltd., CIS Acquisition Ltd.
Election to Purchase. (To Be Executed Upon Exercise Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive __________ Ordinary Shares and herewith tenders payment for such shares to the order of CIS Overture Acquisition Ltd. Corp., in the amount of $______ in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the name of ________________, whose address is ___________________________________ and that such shares be delivered to ________________________ whose address is ___________ ____________________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of ______________________, whose address is ___________________________________, and that such Warrant Certificate be delivered to ______________________, whose address is ________________________________. SignatureDated: __________________ (SIGNATURE) (ADDRESS) (TAX IDENTIFICATION NUMBER) Signatures(s) Guaranteed: _________________________ Date: Exhibit A ASSIGNMENT To be Executed by the Registered Holder in Order to Assign Warrants For Value Received,___________________________________hereby sell, assign, and transfer unto _____________, 20__ Signature Guaranteed: _______________________________________________________________________________ (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:_____________________________ ____________________________________ (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 AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO S.E.C. RULE 17 Ad – 15). Exhibit A EXHIBIT B LEGEND FOR PLACEMENT WARRANTS THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT MAY NOT BE SOLD OR TRANSFERRED PRIOR TO CERTAIN TRANSFER RESTRICTIONS SET FORTH THE DATE THAT IS 30 DAYS AFTER THE DATE UPON WHICH OVERTURE ACQUISITION CORP. (THE “COMPANY”) COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS AND MAY NOT BE EXERCISED DURING SUCH PERIOD. FOR SO LONG AS THE SECURITIES ARE SUBJECT TO SUCH TRANSFER RESTRICTIONS, THEY WILL BE HELD IN AN ESCROW ACCOUNT MAINTAINED BY AMERICAN STOCK TRANSFER & TRUST COMPANY AS ESCROW AGENT UNDER THE ESCROW AGREEMENT (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT). SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF THE COMPANY ISSUABLE ISSUED UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. No. _____ _______ Warrants
Appears in 2 contracts
Samples: Warrant Agreement (Overture Acquisition Corp.), Warrant Agreement (Overture Acquisition Corp.)
Election to Purchase. (To Be Executed Upon Exercise Of Warrant) The undersigned hereby irrevocably elects to exercise _________ of the rightClass A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, represented by this and herewith tenders (or is concurrently tendering) payment for such Warrant CertificateShares in an amount determined in accordance with the terms of the Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of ______________________, to receive whose address is __________ Ordinary Shares and herewith tenders payment for such shares to the order of CIS Acquisition Ltd. in the amount of $________________________________________ in accordance with and that such certificate be delivered to ____________ ________________________, whose address is __________________________. If said number of Warrants is less than the terms hereof. The number of Warrants evidenced by the Warrant Certificate (as calculated pursuant to the Warrant Agreement), the undersigned requests that a certificate for such shares new Warrant Certificate evidencing the number of Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of ____________________________, whose address is _________________________________ and that such shares Warrant Certificate be delivered to ________________ _____, whose address is __________ ______________________________. Dated: _____________, _________ Name of holder of Warrant Certificate: ______________________________________ (Please Print) Address: ______________________________ ______________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of ________ Federal Tax ID No.: ______________, whose address is _______ Signature: _________________________, and that such Warrant Certificate be delivered to __________________ Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, whose address without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Warrants not exercised is __________________to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed. SignatureSignature Guaranteed: _______________________ Date: _____________, 20__ Signature GuaranteedDated: _________________ LEGEND FOR PLACEMENT WARRANTS THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN. SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. No. _____ _______ WarrantsN:\Initial\scf\SCF10490 Class A Warrants.doc
Appears in 1 contract
Election to Purchase. (To Be Executed Upon Exercise Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive __________ Ordinary Shares shares of Common Stock and herewith tenders payment for such shares to the order of CIS NTR Acquisition Ltd. Co. in the amount of $______ in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the name of ________________, whose address is _______________________________ and that such shares be delivered to ________________ whose address is ___________ ______________________. If said number of shares is less than all of the Ordinary Shares shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of ______________, whose address is _________________________, and that such Warrant Certificate be delivered to _________________, whose address is __________________. Signature: Date: , 20 Signature Guaranteed: EXHIBIT B [Form of Performance Warrant Certificate] [Face] THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SAID SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE UPON WHICH NTR ACQUISITION CO. COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO (A) ANY OFFICER, DIRECTOR OF EMPLOYEE OF NTR ACQUISITION CO.; (B) NTR PARTNERS LLC; (C) NTR INVESTORS LLC; (D) ANY PERSON WHO IS A MEMBER OF NTR PARTNERS LLC OR NTR INVESTORS LLC ON THE DATE OF THE WARRANT AGREEMENT OR BECOMES A MEMBER OF NTR PARTNERS LLC OR NTR INVESTORS LLC THEREAFTER; OR (E) ANY OTHER PERSON ASSOCIATED WITH NTR PARTNERS LLC OR NTR INVESTORS LLC OR THEIR RESPECTIVE MEMBERS. No. _____ _______ Warrants Warrant Certificate NTR ACQUISITION CO. This Warrant Certificate certifies that ________________________, or registered assigns, is the registered holder of __________ Performance Warrants (the “Warrants”) to purchase shares of Common Stock, $.001 par value (the “Common Stock”), of NTR Acquisition Co., a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and nonassessable shares of Common Stock (each, a “Warrant Share”) as set forth below at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement payable in lawful money of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent, but only subject to the conditions set forth herein and in the Warrant Agreement. Each Warrant is initially exercisable for one share of Common Stock. The number of Warrant Shares issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. The initial Exercise Price per share of Common Stock for any Warrant is equal to $6.00 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. Warrants may be exercised only during the Warrant Exercise Period subject to the conditions set forth in the Warrant Agreement and to the extent not exercised by the end of such Warrant Exercise Period such Warrants shall become void. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall be governed and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof. NTR ACQUISITION CO. By_______________________________ Date[Name] President Countersigned: Dated: , 20 AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent By_____________, 20__ Signature Guaranteed: _________________ LEGEND FOR PLACEMENT WARRANTS THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN. SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. No. _____ _______ WarrantsAuthorized Signatory [Form of Performance Warrant Certificate] [Reverse]
Appears in 1 contract
Election to Purchase. (To Be Executed Upon Exercise Of be executed by the holder only if it desires to exercise Warrants evidenced by the within Warrant) TO: GENERAL ACCEPTANCE CORPORATION 0000 Xxxxx Xxxx Bloomington, Indiana 47404 Attention: Chief Financial Officer The undersigned hereby (1) irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive _______________ Ordinary Shares Warrants, evidenced by the within Warrant for, and herewith tenders payment for such shares to the order of CIS Acquisition Ltd. in the amount of $purchase thereunder ____________________ Shares issuable upon exercise of said Warrants, (2) makes payment in accordance with full of the terms hereof. The undersigned Purchase Price of such Shares, (3) requests that certificates for the Shares be issued in the name of: Please print Social Security or Tax Identification Number ================================================================= (Please print name and address) ================================================================== and (4) if said number of Warrants shall not be all the Warrants evidenced by the within Warrant, requests that a certificate for such shares new Warrant evidencing Warrants not so exercised be registered issued in the name of and delivered to: ------------------------------------------------------------------- (Please print name and address) ------------------------------------------------------------------ ------------------------------------------------------------------- In lieu of receipt of a fractional Share the undersigned hereby elects (check the appropriate line): _______ (i) to receive a cash payment, and the check representing payment thereof should be made payable to ----------------------------------------------------------------- ----------------------------------------------------------------- (Please print name and address) and should be delivered to ------------------------------------------------------------ G:\LEGAL\XXXX\XXXXX\WAR913.WPD 14 _________________________________________________________; or __________________ (ii) to credit the amount of such payment against the Purchase Price payable for the Shares issuable upon the exercise of said Warrants. DATED: _____________________, whose address is 199___ Signature: ________________________________ and that such shares be delivered to ________________ whose address is ___________ ______________________. If said number of shares is less than all NOTICE: The above signature must correspond with the name as written upon the face of the Ordinary Shares purchasable hereunderwithin Warrant in every particular, without alteration or enlargement or any change whatsoever, or if signed by any other person the undersigned requests that a new Warrant Certificate representing the remaining balance Form of such shares Assignment herein must be registered in the name of ______________, whose address is _________________________, and that such Warrant Certificate be delivered to _________________, whose address is __________________. Signature: _______________________ Date: _____________, 20__ Signature Guaranteed: _________________ LEGEND FOR PLACEMENT WARRANTS THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN. SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. No. _____ _______ Warrantsduly executed.
Appears in 1 contract
Samples: Conseco Inc
Election to Purchase. (To Be Executed Upon Exercise Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive __________ Ordinary Shares and herewith tenders payment for such shares to the order of CIS RNK Global Development Acquisition Ltd. Corp. in the amount of $______ in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the name of ________________, whose address is _______________________________ and that such shares be delivered to ________________ whose address is ___________ ______________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of ______________, whose address is _________________________, and that such Warrant Certificate be delivered to _________________, whose address is __________________. Signature: _______________________ Date: _____________, 20__ Signature Guaranteed: _________________ LEGEND FOR PLACEMENT WARRANTS THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN. SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN ESCROW AGREEMENT BY AND BETWEEN THE COMPANY AND THE HOLDER OF THIS CERTIFICATE. THESE SHARES MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH THAT AGREEMENT. No. _____ _______ Warrants
Appears in 1 contract
Election to Purchase. (To Be Executed Upon Exercise Of Warrant) The undersigned hereby irrevocably elects to exercise _________ of the rightClass A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, represented by this and herewith tenders (or is concurrently tendering) payment for such Warrant CertificateShares in an amount determined in accordance with the terms of the Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of _______________________, whose address is _________ ________________________________________and that such certificate be delivered to receive _____________ Ordinary Shares and herewith tenders payment for such shares to the order of CIS Acquisition Ltd. in the amount of $______ in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the name of ________________, whose address is _______________________________ and ______. If said number of Warrants is less than the number of Warrants evidenced by the Warrant Certificate (as calculated pursuant to the Warrant Agreement), the undersigned requests that such shares a new Warrant Certificate evidencing the number of Warrants evidenced by this Warrant Certificate that are not being exercised be delivered to registered in the name of ________________ whose address is ___________ ______________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of ______________, whose address is _________________________, ________ and that such Warrant Certificate be delivered to ___________________, whose address is ___________ ________________________________. Dated: _________________, ______ Name of holder of Warrant Certificate: ______________________________________ (Please Print) Address: ______________________________ ______________________________ Federal Tax ID No.: _____________________ Signature: _______________________ Date: ______________ Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, 20__ without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed. Signature Guaranteed: _________________ LEGEND FOR PLACEMENT WARRANTS THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN. SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. No. _____ _______ WarrantsDated: ________________, _______ N:\Initial\scf\SCF10490 Class A Warrants.doc
Appears in 1 contract
Election to Purchase. (To Be Executed Upon Exercise Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive _purchase _________ Ordinary Shares and herewith tenders payment for shares of Common Stock, acknowledges that it will not dispose of such shares to except in compliance with Section 3(b) of the order Warrant Agreement and the Securities Act of CIS Acquisition Ltd. in the amount of $______ in accordance with the terms hereof. The undersigned 1933, and requests that a certificate Certificates for such shares be registered in the name of issued and delivered as follows: ISSUE TO: ________________, whose address is __________________________________ and that such shares be delivered to (Name) __________________________________________________ whose address (Address, Including Zip Code) __________________________________________________ (Social Security or Tax Identification Number) DELIVER TO: __________________________________________________ (Name) __________________________________________________ (Address, Including Zip Code) In full payment of the aggregate purchase price with respect to the number of shares being purchased upon exercise of this Warrant, the undersigned hereby (check applicable payment method): (i)/ / tenders payment of $_________ by certified or bank cashier's check payable to the order of Kani, Inc. or (ii) / / hereby surrenders to the Company, Warrants to purchase ______ shares of Common Stock. If the Warrant is exercised hereby (and surrendered, as the case may be) so as to purchase fewer than all the shares of Common Stock that may be purchased pursuant to this Warrant, the undersigned requests that a new Warrant representing the number of full shares for which the Warrant has not been exercised or surrendered be issued and delivered as set forth below. Name of Warrant holder or Assignee:_____________________________________________ (Please Print) Address:________________________________________________________________________ ______________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of ______________, whose address is _________________________, and that such Warrant Certificate be delivered to _________________, whose address is __________________. Signature: _______________________ DateSignature DATED: , 199_ (Signature must conform in all respects to name of holder as specified on the face of the Warrant) 24 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned represented by the within Warrant, with respect to the number of shares of Common Stock set forth below: Number of Taxpayer Shares of Identification Name of Assignee Address Common Stock Number ---------------- ------- ------------ -------------- and does hereby irrevocably authorize the Company to make such transfer on the Warrant Register maintained at the principal office of the Company. Dated:_____________, 20199__ Signature Guaranteed: ___________________________ LEGEND FOR PLACEMENT WARRANTS THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN. SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. No. _____ _______ WarrantsSignature
Appears in 1 contract
Samples: Kani Inc
Election to Purchase. (To Be Executed Upon Exercise Of Warrantbe executed by the registered holder if such holder desires to exercise the within Warrants) To: NETWORK-1 SECURITY SOLUTIONS, INC. 0000 Xxxxxxxx Xxxx Xxxxxxx, Xxxxxxxxxxxxx 00000 Attention: Avi X. Xxxxx, President and Chief Executive Officer The undersigned hereby (1) irrevocably elects to exercise the right, represented by this Warrant Certificate, his or its rights to receive _____purchase _____ Ordinary Shares and herewith tenders shares of Common Stock covered by the within Warrants, (2) makes payment for such shares to the order in full of CIS Acquisition Ltd. in the amount he Purchase Price by enclosure of $______ in accordance with the terms hereof. The undersigned a certified check, (3) requests that a certificate certificates for such shares be registered issued in the name of ________________of: Please print name, whose address is and Social Security or Tax Identification Number: _______________________________ and that such shares be delivered to ________________ whose address is ___________ ______________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of ______________, whose address is ___________ _________________________, and that such Warrant Certificate be delivered to _________________, whose address is __________________. Signature____ and (4) if said number of shares shall not be all the shares evidenced by the within Warrants, requests that a new warrant certificate for the balance of the shares covered by the within Warrants be registered in the name of, and delivered to: Please print name and address: _______________________ Date: _____________, 20____________ Signature Guaranteed_______________________________________________ _______________________________________________ In lieu of receipt of a fractional share of Common Stock, the undersigned will receive a check representing payment therefor. Dated: _____________________ LEGEND FOR PLACEMENT WARRANTS THE SECURITIES REPRESENTED BY _________________________________ By: _________________________________ _________________________________ EXHIBIT "C" ----------- THIS CERTIFICATE (INCLUDING THE ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, IF ANY, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR OTHERWISE DISPOSED RECEIPT BY THE COMPANY OF UNLESS REGISTERED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE TRANSFER MAY BE PROPERLY MADE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLEUNDER SUCH ACT AND SUCH LAWS. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN. SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. No. CONVERTIBLE PROMISSORY NOTE $_____ _______ WarrantsDecember ____, 1999 For value received, the undersigned, NETWORK-1 SECURITY SOLUTIONS, INC., a Delaware corporation ("Maker"), promises to pay to the order of______________ , or his or its assigns, ("Holder"), at the office of Maker at 0000 Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000 or at such other place as Holder may designate, the principal sum of ___________($__________ ), together with accrued interest on the unpaid balance of this Note, beginning as of the date hereof, before or after maturity or judgment, at the rate of eight percent (8%) per annum. The said principal sum, or the amount thereof outstanding, with accrued interest, shall be due and payable on December ___, 2001. If Maker shall fail to pay any amount owing to Holder under this Note when due (whether at stated due date, upon acceleration or otherwise), then to the extent permitted by law Maker will pay interest to Holder, payable on demand, on the amount in default from the date such payment became due until payment in full at the rate of 15% per annum. This Note is one of a series of Notes issued pursuant to the Securities Purchase Agreement, dated the date hereof, between Maker, Holder and certain other investors (the "Purchase Agreement") and is entitled to the benefits thereof and shall be subject to the provisions thereof.
Appears in 1 contract
Samples: Securities Purchase Agreement (Network 1 Security Solutions Inc)
Election to Purchase. (To Be Executed Upon Exercise Of Warrant) The undersigned hereby irrevocably elects to exercise _________ of the rightClass A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, represented by this and herewith tenders (or is concurrently tendering) payment for such Warrant CertificateShares in an amount determined in accordance with the terms of the Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of _______________________, to receive whose address is ___________ Ordinary Shares and herewith tenders payment for such shares to the order of CIS Acquisition Ltd. in the amount of $______ in accordance with the terms hereof. The undersigned requests ___________________________________and that a such certificate for such shares be registered in the name of delivered to ___________________, whose address is _______________________________ and that such shares be delivered to ________________ whose address is ___________ ______________________. If said number of shares Warrants is less than all the number of Warrants evidenced by the Ordinary Shares purchasable hereunderWarrant Certificate (as calculated pursuant to the Warrant Agreement), the undersigned requests that a new Warrant Certificate representing evidencing the remaining balance number of such shares Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _______________________, whose address is _________________________, _________ and that such Warrant Certificate be delivered to _____________________, whose address is _________ _________________________________. Dated: _________________, _______ Name of holder of Warrant Certificate: ______________________________________ (Please Print) Address: ______________________________ ______________________________ Federal Tax ID No.: _____________________ Signature: _______________________ Date: ______________ Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, 20__ without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed. Signature Guaranteed: _________________ LEGEND FOR PLACEMENT WARRANTS THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN. SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. No. _____ _______ WarrantsDated: _____________, ________ N:\Initial\scf\SCF10490 Class A Warrants.doc
Appears in 1 contract
Election to Purchase. (To Be Executed Upon Exercise Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive __________ Ordinary Shares and herewith tenders payment for such shares to the order of CIS Chardan Metropol Acquisition Ltd. Corp. in the amount of $______ in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the name of ________________, whose address is _______________________________ and that such shares be delivered to ________________ whose address is ___________ ______________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of ______________, whose address is _________________________, and that such Warrant Certificate be delivered to _________________, whose address is __________________. Signature: _______________________ Date: _____________, 20__ Signature Guaranteed: _________________ LEGEND FOR PLACEMENT FOUNDERS’ WARRANTS THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN. SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN ESCROW AGREEMENT BY AND BETWEEN THE COMPANY AND THE HOLDER OF THIS CERTIFICATE. THESE SHARES MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH THAT AGREEMENT. No. _____ _______ Warrants
Appears in 1 contract
Samples: Chardan Metropol Acquisition Corp.
Election to Purchase. (To Be Executed Upon Exercise Of Warrantbe executed upon exercise of Option) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Option Certificate, to receive ____purchase ______ Ordinary Shares and herewith tenders authorizes in payment for such shares to Shares the order reduction of CIS Acquisition Ltd. the legal fee exercise account in the amount of $________ all in accordance with the terms hereof. The undersigned requests that a certificate certificates for such shares Shares be registered in the name as follows: Name Number of ________________Shares ---- ---------------- all of whose addresses are Xxx Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, and that such certificates be delivered to Xxxxxxx & Beam whose address is _______________________________ and that such shares be delivered to ________________ whose address is ___________ ______________________Xxx Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000. If said number of shares Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Option Certificate representing the remaining balance of such shares the Shares be registered in the name of ______________, Xxxxxxx & Beam whose address is _________________________Xxx Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000 and that such Warrant Certificate Certificates be delivered to _________________, Xxxxxxx & Beam whose address is __________________Xxx Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000. Dated: Signature: _______________________ Date: _____________------------------------------ Xxxxxxxx X. Xxxxxxx for XXXXXXX & BEAM, 20__ INC. (Signature Guaranteed: _________________ LEGEND FOR PLACEMENT WARRANTS must conform in all respects to name of holder as specified on a the face of the Option Certificate) OPTION CERTIFICATE THE SECURITIES OPTIONS REPRESENTED BY THIS CERTIFICATE (INCLUDING AND THE ORDINARY SHARES OF THE COMPANY COMMON STOCK (OR OTHER SECURITIES) ISSUABLE UPON EXERCISE OF SUCH SECURITIES) THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE OPTIONS, AS AMENDED SHARES OR ANY STATE OTHER SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR OTHERWISE DISPOSED AN OPINION OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. IN ADDITIONEXERCISABLE FROM 12:00 P.M. LOS ANGELES TIME, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN. SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. ON JUNE 9, 1997 UNTIL 11:59 P.M., LOS ANGELES TIME ON JUNE 9, 2002 No. _____ _______ Warrants0-1 25,000 Options OPTION CERTIFICATE NEW DIRECTIONS MANUFACTURING, INC.
Appears in 1 contract
Samples: Option Agreement (New Directions Manufacturing Inc)
Election to Purchase. (To Be Executed Upon Exercise Of Warrant) be executed by the registered Holder if Holder desires to exercise the Replacement 2013 Warrant Certificate in whole or in part). TO: American Stock Transfer & Trust Company, LLC, Securities Registrar The undersigned hereby irrevocably elects to exercise the right, Warrants represented by this Replacement 2013 Warrant Certificate, Certificate to receive __________ Ordinary purchase the Shares issuable upon the exercise of such Warrants and herewith tenders payment requests that certificates for such shares to the order of CIS Acquisition Ltd. in the amount of $______ in accordance with the terms hereof. The undersigned requests that a certificate for such shares stock be registered issued in the name of ________________, whose address is of: PLEASE INCLUDE SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER _______________________________ and that such shares be delivered to ________________ whose address is ___________ ______________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of ______________, whose address is _ _________________________, and that such Warrant Certificate be delivered to _________________, whose address is _ __________________. ________________ [please print name and address] If such number of Warrants shall not be all the Warrants evidenced by this Replacement 2013 Warrant Certificate, a new Replacement 2013 Warrant Certificate for the balance remaining of such Warrants shall be registered in the name of and delivered to: PLEASE INCLUDE SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER __________________________________ __________________________________ __________________________________ __________________________________ [please print name and address] Dated: _______________ Signature: _______________________ Date: _____________, 20____ Signature Guaranteed: _________________ LEGEND FOR PLACEMENT WARRANTS THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN. SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. No. _____ __________________ Number of Warrants being Exercised: ____________________* Number of Shares to be Issued: _____________________ *(No fractional Shares will be issued in connection with the exercise of the Warrants) Exercise Price: __________________ x $20.69 = $___________ (Number of Shares) o Check here if the exercise price for the Warrants being exercised is included herewith, and is being paid by certified or personal check drawn on a U.S. Bank payable to the order of the Company, or is being wired in accordance with the Warrant Agreement. o If you wish to exercise the Warrant under the Cashless Exercise Method provided in Section 3(a)(ii) of the Warrant Agreement, please check this box.
Appears in 1 contract
Samples: Merchants Bancshares Inc
Election to Purchase. ([To Be Executed Upon Exercise Of Warrant) be executed by the registered holder in order to exercise warrant] The undersigned hereby Registered Holder irrevocably elects to exercise the right, Warrants represented by this Warrant Certificate, and to receive __________ Ordinary Shares purchase the shares of Common Stock issuable upon the exercise of such Warrants, and herewith tenders payment requests that certificates for such shares to the order of CIS Acquisition Ltd. in the amount of $______ in accordance with the terms hereof. The undersigned requests that a certificate for such shares shall be registered issued in the name of ________________, whose address is ______________________________________________________________________________________________ (PLEASE TYPE OR PRINT NAME AND ADDRESS) ______________________________________________________________________________________________________________ (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER) and that such shares be delivered to ________________ whose address is _______________________________________________________________________________________________ ______________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of ______________, whose address is _________________________, and that such Warrant Certificate be delivered to _________________, whose address is __________________. Signature_____________________________________________ (PLEASE TYPE OR PRINT 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: ____________________ ____________________________________ (SIGNATURE) ____________________________________ (ADDRESS) ____________________________________ (TAX IDENTIFICATION NUMBER) Signature Guaranteed: _______________________ Date: _____________, 20____________ Signature Guaranteedmust conform in all respects to the name of the Holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the Holder hereof or are to be delivered to an address other than the address of such Holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). ______________________________________ FORM OF ASSIGNMENT [To be completed and signed only upon transfer of warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________ the right represented by the within Warrant Certificate to purchase ________________ shares of common stock of ENDRA LIFE SCIENCES INC. to which the within Warrant Certificate relates and appoints ______________________________ attorney to transfer said right on the books of ENDRA LIFE SCIENCES INC. with full power of substitution in the premises. Dated: ____________________ LEGEND FOR PLACEMENT WARRANTS THE SECURITIES REPRESENTED BY THIS CERTIFICATE ____________________________________ Printed name of Holder ____________________________________ Signature of Holder (INCLUDING THE ORDINARY SHARES signature must conform in all respects to name of holder as specified on the front page of the Warrant Certificate) ____________________________________ Title of Signatory (if Holder is not a natural person) ADDRESS OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN. SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. No. TRANSFEREE: ____________________________________ ____________________________________ ____________________________________ ____________________________________ Signature Guaranteed By: _______________________________________________ Signature must conform in all respects to the name of the Holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the Holder hereof or are to be delivered to an address other than the address of such Holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended).
Appears in 1 contract
Election to Purchase. (To Be Executed Upon Exercise Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive __________ Ordinary Shares shares of Common Stock and herewith tenders payment for such shares to the order of CIS Alternative Asset Management Acquisition Ltd. Corp. in the amount of $______ in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the name of ________________, whose address is _______________________________ and that such shares be delivered to _________________ whose address is ___________ ______________________. If said number of shares is less than all of the Ordinary Shares shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of ______________, whose address is _________________________, and that such Warrant Certificate be delivered to __________________, whose address is _____________________. SignatureDated: __________________ _______________________________________ (SIGNATURE) _______________________________________ _______________________________________ _______________________________________ (ADDRESS) _______________________________________ (TAX IDENTIFICATION NUMBER) Signatures(s) Guaranteed: _______________________ Date: _____________, 20__ Signature Guaranteed: _________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15). EXHIBIT B LEGEND FOR PLACEMENT WARRANTS THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT MAY NOT BE SOLD OR TRANSFERRED PRIOR TO CERTAIN TRANSFER RESTRICTIONS SET FORTH THE DATE THAT IS 30 DAYS AFTER THE DATE UPON WHICH ALTERNATIVE ASSET MANAGEMENT ACQUISITION CORP. (THE "COMPANY") COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS AND MAY NOT BE EXERCISED DURING SUCH PERIOD. FOR SO LONG AS THE SECURITIES EVIDENCED ARE SUBJECT TO SUCH TRANSFER RESTRICTIONS, THEY WILL BE HELD IN AN ESCROW ACCOUNT MAINTAINED BY THIS CERTIFICATE AND ORDINARY SHARES CONTINENTAL STOCK TRANSFER & TRUST COMPANY AS ESCROW AGENT UNDER THE ESCROW AGREEMENT (AS DEFINED IN SECTION 5 OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. No. _____ _______ WarrantsWARRANT AGREEMENT).
Appears in 1 contract
Samples: Warrant Agreement (Alternative Asset Management Acquisition Corp.)
Election to Purchase. (To Be Executed Upon Exercise Of Warrantbe executed by the registered holder if such holder desires to exercise the within Warrants) The undersigned hereby (1) irrevocably elects to exercise the right, represented by this Warrant Certificate, his or its rights to receive purchase ____________ Ordinary Shares and herewith tenders shares of Common Stock covered by the within Warrants, and, upon the conclusion of sixty-five days from the date hereof (2) shall make payment in full of the Purchase Price by delivery of cash, a certified check, or bank draft, (3) requests that certificates for such shares to the order of CIS Acquisition Ltd. in the amount of $______ in accordance with the terms hereof. The undersigned requests that a certificate for such shares Common Stock be registered issued in the name of of: Please print name, address and Social Security or Tax Identification Number: ________________________________________________ ________________________________________________ ________________________________________________ ________________________________________________ and (4) if said number of shares of Common Stock shall not be all the shares evidenced by the within Warrants, requests that a new warrant certificate for the balance of the shares covered by the within Warrants be registered in the name of, and delivered to: Please print name and address: ________________________________________________ ________________________________________________ ________________________________________________ In lieu of receipt of a fractional share of Common Stock, the undersigned will receive a check representing payment therefor. Dated: _____________________ _________________________________ WARRANT HOLDER By: _____________________________ Name: Title: NOTICE OF CASHLESS EXERCISE (To be executed upon exercise of warrant pursuant to Section 1(b)) The undersigned, the Holder of the attached Warrant, hereby irrevocably elects, on the date that is sixty-five days from the date hereof, to exchange its Warrant for _________ shares of Warrant Stock pursuant to the cashless exercise provisions of the within Warrant, as provided for in Section 1(b) of such Warrant, and requests that a certificate or certificates for such shares of Warrant Stock (and any warrants or other property issuable upon such exercise) be issued in the name of and delivered to __________________________ whose address is _______________________________ and that such shares be delivered to (social security or taxpayer identification number ________________ whose address is ___________ ) and, if such shares shall not include all of the shares issuable under such warrant, that a new warrant of like tenor and date for the balance of the shares issuable thereunder be delivered to the undersigned. HOLDER: Signature Signature, if jointly held Date ASSIGNMENT FORM FOR VALUE RECEIVED, ______________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of ______________________________ hereby sells, whose address assigns and transfers unto Name: _____________________________________________ (Please typewrite or print in block letters) Social Security or Taxpayer Identification Number : the right to purchase Common Stock of BxxXxxx.xxx, Inc., a Nevada corporation, represented by this Warrant to the extent of shares as to which such right is exercisable and does hereby irrevocably constitute and appoint ____________________________, and that such Warrant Certificate be delivered Attorney, to transfer the same on the books of the Company with full power of substitution in the premises. DATED: __________________ Signature Signature, whose address is __________________. Signatureif jointly held Witness: _______________________ Date: ______ EXHIBIT B REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of ___________, 20__ Signature Guaranteed: _________________ LEGEND FOR PLACEMENT WARRANTS THE SECURITIES REPRESENTED BY THIS CERTIFICATE 2011, by and between BxxXxxx.xxx, Inc., a Nevada corporation (INCLUDING THE ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933the “Company”), AS AMENDED OR ANY STATE SECURITIES LAWSand Halter Energy Capital Corporation, AND MAY NOT BE OFFEREDa Texas corporation (the “Investor”). This Agreement is made pursuant to the Stock Purchase Agreement, SOLDdated as of the date hereof, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933by and between the Investor and the Company (the “Subscription Agreement”), AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLEand pursuant to the Securities referred to therein. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN. SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. No. _____ _______ WarrantsThe Company and the Investor hereby agree as follows:
Appears in 1 contract
Election to Purchase. (To Be Executed Upon Exercise Of Warrant) TO: Intervest Bancshares Corporation The undersigned hereby irrevocably elects to exercise the right, right of purchase represented by this the within Warrant Certificatefor, and to receive _purchase thereunder, _________ Ordinary Shares shares of the Company's Class B Common Stock provided for thereon and herewith tenders payment requests that certificates for such shares to the order of CIS Acquisition Ltd. be issued in the amount name of $______ in accordance with -------------------------------------------------------------------------------- (please print name, address, and social security number) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- and, if said number of shares shall not be all the terms hereof. The undersigned requests shares purchasable thereunder, that a certificate new Warrant Certificate for such the balance remaining of the shares purchasable under the within Warrant Certificate be registered in the name of the undersigned Holder or his Assignee as below indicated and delivered to the address stated below. Dated: ____________________, whose address is _____ Name of Warrantholder or Assignee ----------------------------------- (please print) Address _______________________________________ and that such shares be delivered to --------------------------------------- Social Security Number _______________________________________ whose address is Medallion Signature Guaranteed: Signature _______________________________________ ______________________. If _____NOTE: THE ABOVE SIGNATURE MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER, UNLESS THIS WARRANT HAS BEEN ASSIGNED ASSIGNMENT (To be signed only upon assignment of Warrant) FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers to -------------------------------------------------------------------------------- (name, address and social security number of assignee must be printed or typewritten) all of the rights of the undersigned under the within Warrant, with respect to ________________ shares of the Company's Class B Common Stock, hereby irrevocably constituting and appointing Attorney to transfer said Warrant on the books of the Company with full power of substitution in the premises and, if said number of shares is less than shall not be all of the Ordinary Shares shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing for the balance remaining balance of such the shares purchasable under the within Warrant Certificate be registered in the name of the undersigned. Dated: ______________________, whose address is _____ ------------------------------------------- Signature of Registered Holder Medallion Signature Guaranteed: Signature _________________________, and that such Warrant Certificate be delivered to _________________, whose address is __________________. Signature: _ _______________________ Date: _____________, 20__ Signature GuaranteedNOTE: _________________ LEGEND FOR PLACEMENT WARRANTS THE SECURITIES REPRESENTED BY SIGNATURE TO THIS CERTIFICATE (INCLUDING ASSIGNMENT MUST CORRESPOND WITH THE ORDINARY SHARES NAME AS IT APPEARS UPON THE FACE OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933WITHIN WARRANT CERTIFICATE IN EVERY PARTICULAR, AS AMENDED WITHOUT ALTERATION OR ENLARGEMENT OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN. SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. No. _____ _______ WarrantsCHANGE WHATEVER
Appears in 1 contract
Samples: Intervest Bancshares Corp
Election to Purchase. (To Be Executed Upon Exercise Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive __________ Ordinary Shares shares of Common Stock and herewith tenders payment for such shares to the order of CIS BPW Acquisition Ltd. Corp. in the amount of $______ in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the name of ________________, whose address is _______________________________ and that such shares be delivered to ________________ whose address is ___________ ______________________. If said number of shares is less than all of the Ordinary Shares shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of ______________, whose address is _________________________, and that such Warrant Certificate be delivered to _________________, whose address is __________________. Signature: _______________________ Date: _____________, 20__ (Signature) (Address) (Tax Identification Number) Signature Guaranteed: _________________ THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15). EXHIBIT B LEGEND FOR PLACEMENT WARRANTS THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE THAT CERTAIN WARRANT AGREEMENT REFERRED TO HEREIN [AND ARE SUBJECT TO FORFEITURE IN CERTAIN CIRCUMSTANCES AS SET FORTH IN THAT CERTAIN WARRANT AGREEMENT REFERRED TO HEREIN]*. SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF COMMON STOCK OF THE COMPANY ISSUABLE ISSUED UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. No. Warrants _____ __________ * Only applies to Founders’ Warrants.
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Election to Purchase. (To Be Executed Upon Exercise Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive __________ Ordinary Shares and herewith tenders payment for such shares to the order of CIS Acquisition Ltd. in the amount of $______ in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the name of ____________________ of the Options represented by this Option Agreement and to purchase the Stock issuable upon the exercise of the Options, whose address is and requests that Certificates for such shares be issued and delivered as follows: ISSUE TO: _____________________________________________________________ and that such shares be delivered to (Name) _____________________________________________________________ whose address (Address, Including Zip Code) _____________________________________________________________ (Social Security or Tax Identification Number) DELIVER TO: _____________________________________________________________ (Name) at _______________________________________________________ (Address, Including Zip Code) If the number of Options hereby exercised is less than all the Options represented by this Option Agreement, the undersigned requests that a new Option Agreement representing the number of full Options not exercised be issued and delivered as set forth above or otherwise as the undersigned shall direct in writing. In full payment of the purchase price with respect to the Options exercised and transfer taxes, if any, the undersigned hereby tenders payment of $_______________ by check, bank cashier’s check or money order payable in United States currency to the order of the Company, in the manner set forth in the written statement attached hereto. Dated: _______________________ ______________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of ______________, whose address is ______ Name of Holder By: _________________________, and that such Warrant Certificate be delivered to _________________, whose address is __________________. Signature_ Its: _______________________ Date: _____________, 20___ Signature Guaranteed: ____________________________________ LEGEND FOR PLACEMENT WARRANTS THE SECURITIES REPRESENTED BY THIS CERTIFICATE Signature (INCLUDING THE ORDINARY SHARES Signature must conform in all respects to name of holder as specified in the Option Agreement) PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN. SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. No. _____ HOLDER _______ Warrants_____________________________
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Election to Purchase. (To Be Executed Upon Exercise Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive __________ Ordinary Shares shares of Common Stock and herewith tenders payment for such shares to the order of CIS Hanover - STC Acquisition Ltd. Corp. in the amount of $______ in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the name of ________________, whose address is __________________________________________________ and that such shares be delivered to ________________________ whose address is ___________ ____________________________. If said number of shares is less than all of the Ordinary Shares shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of ______________________, whose address is ___________________________________, and that such Warrant Certificate be delivered to ______________________, whose address is ________________________________. SignatureDated: _______________________ Date: _____________, 20__ Signature (SIGNATURE) (ADDRESS) (TAX IDENTIFICATION NUMBER) Signatures(s) Guaranteed: _________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15). EXHIBIT B LEGEND FOR PLACEMENT WARRANTS THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT MAY NOT BE SOLD OR TRANSFERRED PRIOR TO CERTAIN TRANSFER RESTRICTIONS SET FORTH THE DATE THAT IS 30 DAYS AFTER THE DATE UPON WHICH ALTERNATIVE ASSET MANAGEMENT ACQUISITION CORP. (THE “COMPANY”) COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS AND MAY NOT BE EXERCISED DURING SUCH PERIOD. FOR SO LONG AS THE SECURITIES ARE SUBJECT TO SUCH TRANSFER RESTRICTIONS, THEY WILL BE HELD IN AN ESCROW ACCOUNT MAINTAINED BY [CONTINENTAL STOCK TRANSFER & TRUST COMPANY] AS ESCROW AGENT UNDER THE ESCROW AGREEMENT (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT). SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF COMMON STOCK OF THE COMPANY ISSUABLE ISSUED UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. No. _____ _______ Warrants
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Samples: Warrant Agreement (Alternative Asset Management Acquisition Corp.)
Election to Purchase. (To Be Executed Upon Exercise Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive __________ Ordinary Shares shares of Common Stock and herewith tenders payment for such shares to the order of CIS NTR Acquisition Ltd. Co. in the amount of $______ in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the name of ________________, whose address is _______________________________ and that such shares be delivered to ________________ whose address is ___________ ______________________. If said number of shares is less than all of the Ordinary Shares shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of ______________, whose address is _________________________, and that such Warrant Certificate be delivered to _________________, whose address is __________________. Signature: Date: , 20 Signature Guaranteed: EXHIBIT C [Form of Private Placement Warrant Certificate] [Face] THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SAID SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE UPON WHICH NTR ACQUISITION CO. COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO (A) ANY OFFICER, DIRECTOR OF EMPLOYEE OF NTR ACQUISITION CO.; (B) NTR PARTNERS LLC; (C) NTR INVESTORS LLC; (D) ANY PERSON WHO IS A MEMBER OF NTR PARTNERS LLC OR NTR INVESTORS LLC ON THE DATE OF THE WARRANT AGREEMENT OR BECOMES A MEMBER OF NTR PARTNERS LLC OR NTR INVESTORS LLC THEREAFTER; OR (E) ANY OTHER PERSON ASSOCIATED WITH NTR PARTNERS LLC OR NTR INVESTORS LLC OR THEIR RESPECTIVE MEMBERS. No. _____ _______ Warrants Warrant Certificate NTR ACQUISITION CO. This Warrant Certificate certifies that ________________________, or registered assigns, is the registered holder of __________ Private Placement Warrants (the “Warrants”) to purchase shares of Common Stock, $.001 par value (the “Common Stock”), of NTR Acquisition Co., a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and nonassessable shares of Common Stock (each, a “Warrant Share”) as set forth below at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement payable in lawful money of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent, but only subject to the conditions set forth herein and in the Warrant Agreement. Each Warrant is initially exercisable for one share of Common Stock. The number of Warrant Shares issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. The initial Exercise Price per share of Common Stock for any Warrant is equal to $6.00 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. Warrants may be exercised only during the Warrant Exercise Period subject to the conditions set forth in the Warrant Agreement and to the extent not exercised by the end of such Warrant Exercise Period such Warrants shall become void. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall be governed and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof. NTR ACQUISITION CO. By_______________________________ Date[Name] President Countersigned: Dated: , 20 AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent By_____________, 20__ Signature Guaranteed: _________________ LEGEND FOR PLACEMENT WARRANTS THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN. SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. No. _____ _______ WarrantsAuthorized Signatory [Form of Private Placement Warrant Certificate] [Reverse]
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