Founders’ Warrants. The Founders’ Warrants shall have the terms set forth in the Warrant Agreement dated the date hereof between the Company and Continental Stock Transfer & Trust Company, as set forth as Exhibit C hereto (as amended, restated or supplemented from time to time, the “Warrant Agreement”).
Founders’ Warrants. The Warrant Agent shall not register any transfer of Founders’ Warrants until 30 days after the consummation by the Company of an initial Business Combination, except for transfers (i) to the Company’s officers, directors, employees, consultants or their affiliates, (ii) to a holder’s officers, directors, employees or members, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination or (vii) by private sales made at or prior to the consummation of a Business Combination at prices no greater than the price at which the Founders’ Warrants were originally purchased, in each case (except for clause (vi)) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee or the trustee or legal guardian for such transferee agrees to be bound by the terms of the Founder Warrants Purchase Agreement and any other applicable agreement the transferor is bound by.
Founders’ Warrants. The Founder’s Warrants shall have the terms set forth in the Warrant Agreement set forth as Exhibit D hereto.
Founders’ Warrants. The Founders’ Warrants shall have the same terms and be in the same form as the Public Warrants, except that:
Founders’ Warrants. Messrs. Xxxxx X. Xxxxx and Xxxxxxx Xxx (collectively, the “Founder Purchasers”) have committed to purchase, immediately prior to the consummation of the Offering, an aggregate of 1,500,000 Warrants (the “Founders’ Warrants” and together with the shares of Common Stock underlying the Founders’ Warrants, collectively referred to as the “Founders’ Securities”) at $1.00 per Warrant (for an aggregate purchase price of $1,500,000) from the Company upon consummation of the Offering. The Founders’ Securities have been duly authorized and, when issued and paid for in accordance with the warrant purchase agreements (the “Warrant Purchase Agreements”) the Founders’ Warrants will be validly issued, fully paid and non-assessable and the shares of Common Stock underlying the Founders’ Warrants when issued and paid for in accordance with their terms will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Founders’ Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Founders’ Securities has been duly and validly taken.
Founders’ Warrants. A Founders’ Warrant may be exercised only if the last sales price of the Common Stock exceeds $14.50 per share, as such price may be adjusted pursuant to Section 4, for any 20 trading days within a 30 trading day period beginning 90 days after the consummation by the Company of a Business Combination and terminating at 5:00 p.m., New York City time on the earlier to occur of (x) [ ], 2013 or (y) the date fixed for redemption of the Warrants as provided in Section 6 of this Agreement. The Founders’ Warrants are not subject to redemption so long as they are held by their initial purchasers or their permitted assignees.
Founders’ Warrants. The Founders’ Warrants will be issued in the same form as the Public Warrants but they (i) will not be transferable or salable (subject to certain limited exceptions) until one year after the Company completes a merger, capital stock exchange, asset acquisition or other similar business combination as more fully described in the Company’s Registration Statement (“Business Combination”), (ii) will be exercisable on a cashless basis and may not be called for redemption pursuant to Section 6 hereof, in each case so long as they are held by the Founders or their permitted transferees and (iii) may be exercised for unregistered shares if a registration statement relating to the common stock issuable upon exercise of the warrants is not effective and current.
Founders’ Warrants. The Founders’ Warrants will be issued in the same form as the Public Warrants but they (i) will not be transferable or salable (subject to limited exceptions) until one year after the Company completes a Business Combination as more fully described in the Escrow Agreement, dated _______, 2007, by and between the Company, the Founders and Continental Stock Transfer & Trust Company (the “Escrow Agreement”), (ii) will be non-redeemable by the Company so long as they are held by the Founders or their permitted transferees (as described in the Escrow Agreement) and (iii) will become exercisable after the Company completes a Business Combination if and when the last sales price of the Common Stock exceeds $14.25 per share (subject to adjustments provided in Section 4 hereof and in the last sentence of Section 3.1) for any 20 trading days within a 30-trading day period beginning 90 days after the completion of the business combination.
Founders’ Warrants. The Founders’ Warrants will be issued in the same form as the Public Warrants but they (i) will not be transferable or salable (subject to certain limited exceptions) until one year after the Company completes a merger, capital stock exchange, asset acquisition or other similar business combination as more fully described in the Company’s Registration Statement (“Business Combination”), (ii) will be exercisable on a cashless basis and may not be called for redemption pursuant to Section 6 hereof, in each case so long as they are held by the Founders or their permitted transferees, (iii) may be exercised for unregistered shares if a registration statement relating to the common stock issuable upon exercise of the warrants is not effective and current and (iv) will not become exercisable, or transferable to anyone other than one of our founders or their affiliates, until after the consummation of our initial business combination if and when the last sales price of our common stock exceeds $13.25 per share for any 20 trading days within any 30-trading day period.
Founders’ Warrants. The term “Founders’ Warrants” shall mean the warrants issued to members of the Company’s senior management team in November 1998 listed on Exhibit F attached hereto. Generally accepted accounting principles or GAAP. The terms “generally accepted accounting principles” or “GAAP” shall mean accounting principles generally accepted in the United States of America which are (a) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, in effect from time to time and (b) applied on a basis consistent with prior periods.
