GARNERO GROUP ACQUISITION COMPANY A CAYMAN ISLANDS COMPANY RIGHT

EX-4.3 4 fs12014ex4iii_garnero.htm EX-4.3 Unassociated Document
Exhibit 4.3
 
    NUMBER
RIGHTS
 
______R
 
GARNERO GROUP ACQUISITION COMPANY
 
A CAYMAN ISLANDS COMPANY
 
RIGHT
 
SEE REVERSE FOR
CERTAIN DEFINITIONS
 
CUSIP ________   
 
THIS CERTIFIES THAT, for value received
 
is the registered holder of a right or rights (the “Right”) to automatically receive one-tenth of one ordinary share, par value $.0001 per share (“Ordinary Share”), of Garnero Group Acquisition Company (the “Company”) for each Right evidenced by this Rights Certificate on the Company’s completion of an initial business combination (as defined in the prospectus relating to the Company’s initial public offering (“Prospectus”)) upon surrender of this Rights Certificate pursuant to the Rights Agreement between the Company and Continental Stock Transfer & Trust Company.  In no event will the Company be required to net cash settle any Right or issue a fractional Ordinary Share.

Upon liquidation of the Company in the event an initial business combination is not consummated during the required period as identified in the Company’s Amended and Restated Memorandum and Articles of Association, the Right shall expire and be worthless.  The holder of a Right shall have no right or interest of any kind in the Company’s trust account (as defined in the Prospectus).

Upon due presentment for registration of transfer of the Right Certificate at the office or agency of Continental Stock Transfer & Trust Company, the Right Agent, a new Right Certificate or Right Certificates of like tenor and evidencing in the aggregate a like number of Rights shall be issued to the transferee in exchange for this Right Certificate, without charge except for any applicable tax or other governmental charge.

The Company and the Right Agent may deem and treat the registered holder as the absolute owner of this Right Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any conversion hereof, of any distribution to the registered holder, and for all other purposes, and neither the Company nor the Right Agent shall be affected by any notice to the contrary.

This Right does not entitle the registered holder to any of the rights of a stockholder of the Company.

Dated:
 
     
SECRETARY
  
CHAIRMAN
 
 
 
 
 
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
 
TEN COM –
as tenants in common
UNIF GIFT MIN ACT -
____________ Custodian ____________
TEN ENT –
as tenants by the entireties
  
(Cust)                                           (Minor)
JT TEN –
as joint tenants with right of survivorship
  
under Uniform Gifts to Minors
 
and not as tenants in common
  
Act _________________
                       (State)

Additional Abbreviations may also be used though not in the above list.
 
Garnero Group Acquisition Company
 
The Company will furnish without charge to each securityholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights.  This certificate and the rights represented thereby are issued and shall be held subject to all the provisions of the Memorandum and Articles of Association and all amendments thereto and resolutions of the Board of Directors providing for the issue of Preferred Shares (copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents.
 
For value received, ___________________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
       IDENTIFYING NUMBER OF ASSIGNEE

 
 
  
 
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
 
 
 
_________________________________________________________________________________________________________________________________  rights

represented by the within Certificate, and do hereby irrevocably constitute and appoint
 
_____________________________________________________________________________________________________________________________ Attorney
 
to transfer the said rights on the books of the within named Company will full power of substitution in the premises.
 
Dated _________________________
    
     
 
Notice:
The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.

Signature(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).