exv4w6






Exhibit 4.6




[FACE OF CERTIFICATE]




THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO

5:00 P.M. NEW YORK CITY TIME, JANUARY 30, 2015





W



WARRANTS



[LOGO]



CUSIP G6830P [___]



Incorporated Under the Laws of the Cayman Islands



WARRANT CERTIFICATE



THIS WARRANT CERTIFICATE CERTIFIES THAT,



,or registered assigns,



is the registered holder of warrants (the “Warrants”) to purchase ordinary shares, $0.0001 par
value (the “Ordinary Shares”), of Overture Acquisition Corp., a Cayman Islands exempted limited
liability company (the “Company”). Each Warrant entitles the holder, upon exercise during the
period set forth in the Warrant Agreement dated January 30, 2008, as amended (the “Warrant
Agreement”), to purchase from the Company that number of fully paid and non-assessable Ordinary
Shares (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. Defined terms used in this Warrant Certificate but not defined herein shall have
the meanings given to them in the Warrant Agreement.



Each Warrant is initially exercisable for one fully paid and non-assessable Ordinary Share. The
number of Warrant Shares issuable upon exercise of the Warrants is subject to adjustment upon the
occurrence of certain events set forth in the Warrant Agreement.



The initial Exercise Price per Ordinary Share for any Warrant is equal to $11.00 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 Cayman Islands, without regard to conflicts of laws principles thereof.



Dated:




COUNTERSIGNED:

AMERICAN STOCK TRANSFER & TRUST COMPANY

(New York, NY)

AS WARRANT AGENT

BY:

 



AUTHORIZED OFFICER



[SEAL]



OVERTURE ACQUISITION CORP.



By




[SIGNATURE]

SECRETARY




[SIGNATURE]

CHIEF EXECUTIVE OFFICER



[REVERSE OF CERTIFICATE]



The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants
entitling the holder on exercise to receive ordinary shares, $0.0001 par value, of the Company (the
“Ordinary Shares”), and are issued or to be issued pursuant to a Warrant Agreement dated as of
January 30, 2008, as amended on January [_], 2009 (the “Warrant Agreement”), duly executed and
delivered by the Company to American Stock Transfer & Trust Company, as warrant agent (the “Warrant
Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders
(the words “holders“ or “holder” meaning the registered holders or registered holder) of the
Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request
to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have
the meanings given to them in the Warrant Agreement.



Warrants may be exercised at any time during the Warrant Exercise Period set forth in the Warrant
Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by
surrendering this Warrant Certificate, with the form of election to




 









 




purchase set forth hereon properly completed and executed, together with payment of the Exercise
Price as specified in the Warrant Agreement, at the principal corporate trust office of the Warrant
Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants
exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued
to the holder hereof or his assignee a new Warrant Certificate evidencing the number of Warrants
not exercised. No adjustment shall be made for any dividends on any Ordinary Share issuable upon
exercise of this Warrant.



Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may
be exercised unless at the time of exercise (i) a registration statement covering the Warrant
Shares to be issued upon exercise is effective under the Act and (ii) a prospectus thereunder
relating to the Warrant Shares is current. In no event shall the Warrants be settled on a net cash
basis during the Warrant Exercise Period nor shall the Company be required to issue unregistered
shares upon the exercise of any Warrant, except as set forth in the Warrant Agreement.



The Warrant Agreement provides that upon the occurrence of certain events the number of Warrant
Shares set forth on the face hereof may, subject to certain conditions, be adjusted. No fractions
of an Ordinary Share will be issued upon the exercise of any Warrant, but the Company will pay the
cash value thereof determined as provided in the Warrant Agreement.



Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent
by the registered holder thereof in person or by legal representative or attorney duly authorized
in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant
Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant
Certificates of like tenor evidencing in the aggregate a like number of Warrants.



Upon due presentation for registration of transfer of this Warrant Certificate at the office of the
Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this
Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge
except for any tax or other governmental charge imposed in connection therewith.



The Company and the Warrant Agent may deem and treat the registered holder(s) thereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other
writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the
holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall
be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate
entitles any holder hereof to any rights of a shareholder of the Company.




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 Overture Acquisition 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       .




	 	 	 
	Dated:
	 	 
	 

	 	(SIGNATURE)
	 
	 	 
	 

	 	(ADDRESS)
	 
	 	 
	 
	 	 
	 

	 	(TAX IDENTIFICATION NUMBER)






ASSIGNMENT

To Be Executed by the Registered Holder in Order to Assign Warrants



For Value Received,       hereby sell, assign, and transfer unto



(PLEASE TYPE OR PRINT NAME AND ADDRESS)



 



(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)



 




           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)








 









 







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).



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 17Ad-15).