Further DD on Warrants:
Basically this says that the exercise price is $5 for the GHBAW warrants and they expire at 5Pm EST on March 7th 2011
Warrants
In addition to shares of common stock and Class B common outstanding as of the date of this proxy statement, the following shares of common stock are
reserved for issuance pursuant to outstanding warrants:
• 16,330,000 shares of common stock underlying the outstanding Class W and Class Z warrants sold in the IPO. Specifically, these shares
of common stock reserved for issuance relate to 5,750,000 shares underlying the Class Z warrants and 10,580,000 shares underlying the
Class W warrants. We refer to these warrants as the “IPO Warrants.”
• 4,950,000 shares of common stock underlying the outstanding Class W and Class Z warrants held by the officers and directors of Good Harbor.
Specifically, an aggregate of 2,475,000 Class W warrants and 2,475,000 Class Z warrants were sold to the officers and directors for an aggregate of
$247,500 (or a purchase price of $.05 per warrant). These warrants have the same terms as the other Class Z and Class W warrants, including an
exercise price of $5 per share. We refer to these warrants as the “Affiliate Warrants.”
• 1,220,000 shares of common stock underlying the outstanding IPO underwriter’s purchase option. The terms of this option, which we refer to as the
“Underwriter’s Purchase Option,” are described in more detail below.
Class W Warrants.
Each Class W warrant entitles the registered holder to purchase one share of our common stock at a price of $5.00 per share, subject to adjustment as
discussed below, at any time commencing on the later of:
• the completion of a business combination as further described in the IPO registration statement; and
• March 8, 2007.
The Class W warrants will expire five years from the date of this prospectus at 5:00 p.m., New York City time. We may call the Class W warrants (other than
those outstanding prior to this offering held by our initial
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Source: UAN CULTURAL & CREATIVE CO., LTD., DEF 14A, January 14, 2008 Powered by Morningstar® Document Research?
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securityholders or their affiliates, but including Class W warrants issued upon exercise of the unit purchase option), with HCFP/Brenner’s prior consent, for
redemption,
• in whole or in part,
• at a price of $.05 per Class W warrant at any time after the Class W warrants become exercisable,
• upon not less than 30 days’ prior written notice of redemption to each Class W warrantholder, and
• if, and only if, the reported last sale price of our common stock equals or exceeds $7.50 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 the Class W warrantholders.
The Affiliate Warrants, which were
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