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Exhibit 4.1
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
As of December 31, 2024, Taboola.com Ltd. had two classes of securities registered under Section
12 of the Securities Exchange Act of 1934, as amended: ordinary shares and warrants to purchase
ordinary shares.
References herein to “we,” “us,” “our” “Taboola” and the “Company” refer to Taboola.com Ltd.
and not to any of its subsidiaries. The following description may not contain all of the information that
is important to you, and we therefore refer you to our amended and restated articles of association (the
“Articles”), a copy of which is filed with the Securities and Exchange Commission (“SEC”) as an
exhibit to the Company’s annual report on Form 10-K for the year ended December 31, 2024 (“Annual
Report”).
Share Capital
The authorized share capital of the Company consists of 700,000,000 ordinary shares, no par
value and 46,000,000 non-voting ordinary shares, no par value. As of December 31, 2024 we had
293,134,865 ordinary shares issued and outstanding and as of February 1, 2025 we had 44,210,406
non-voting shares issued and outstanding.
All of our outstanding ordinary shares and non-voting ordinary shares are validly issued, fully
paid and non-assessable. Our ordinary shares and non-voting ordinary shares are not redeemable and do
not have any preemptive rights.
Taboola’s board of directors may determine the issue prices and terms for such shares or other
securities, and may further determine any other provision relating to such issue of shares or securities.
Taboola may also issue and redeem redeemable securities on such terms and in such manner as
Taboola’s board of directors shall determine.
Registration Number and Purposes of the Company
We are registered with the Israeli Registrar of Companies. Our registration number is
51-387068-3. Our affairs are governed by our Amended and Restated Articles of Association,
applicable Israeli law and specifically, the Israeli Companies Law 5759-1999 (the "Companies Law").
Our purpose as set forth in our Amended and Restated Articles of Association is to engage in any
lawful act or activity.
Voting Rights
All of our ordinary shares are identical in all respects, except that our non-voting ordinary shares
are not entitled to vote on or receive notices with respect to any matter pursuant to our Articles and are
not entitled to vote or to be counted for purposes of determining whether any vote required under the
Articles has been approved by the requisite percentage of voting securities or to be counted towards
any quorum required pursuant to the Articles. Except with respect to the voting rights and to the rights
to receive notice of meetings of the shareholders, the non-voting ordinary shares will have rights
identical to the rights of ordinary shares.
Transfer of Shares
Our fully paid ordinary shares are issued in registered form and may be freely transferred under
our Amended and Restated Articles of Association, unless the transfer is restricted or prohibited by
another instrument, applicable law or the rules of Nasdaq. The ownership or voting of our ordinary
shares by non-residents of Israel is not restricted in any way by our Amended and Restated Articles of
Association or the laws of the State of Israel, except for ownership by nationals of some countries that
are, have been, or will be, in a state of war with Israel.
Exhibit 4.1
Election of Directors
Under our Amended and Restated Articles of Association, our board of directors must consist of
not less than three but no more than eleven directors. Pursuant to our amended and restated articles of
association, each of our directors will be appointed by a simple majority vote of holders of our ordinary
shares, participating and voting at an annual general meeting of our shareholders, provided that (i) in
the event of a contested election, the method of calculation of the votes and the manner in which the
resolutions will be presented to our shareholders at the general meeting shall be determined by our
board of directors in its discretion, and (ii) in the event that our board of directors does not or is unable
to make a determination on such matter, then the directors will be elected by a plurality of the voting
power represented at the general meeting in person or by proxy and voting on the election of directors.
In addition, our directors are divided into three classes, one class being elected each year at the
annual general meeting of our shareholders, and serve on our board of directors until the third annual
general meeting following such election or re-election or until they are removed by a vote of 65% of
the total voting power of our shareholders at a general meeting of our shareholders or upon the
occurrence of certain events in accordance with the Companies Law and our amended and restated
articles of association. In addition, our Amended and Restated Articles of Association provide that
vacancies on our board of directors may be filled by a vote of a simple majority of the directors then in
office. A director so appointed will hold office until the next annual general meeting of our
shareholders for the election of the class of directors in respect of which the vacancy was created, or in
the case of a vacancy due to the number of directors being less than the maximum number of directors
stated in our amended and restated articles of association, until the next annual general meeting of our
shareholders for the election of the class of directors to which such director was assigned by our board
of directors.
Dividend and Liquidation Rights
We may declare a dividend to be paid to the holders of our ordinary shares in proportion to their
respective shareholdings. Under the Companies Law, dividend distributions are determined by the
board of directors and do not require the approval of the shareholders of a company unless the
company’s articles of association provide otherwise. Our Amended and Restated Articles of
Association do not require shareholder approval of a dividend distribution and provide that dividend
distributions may be determined by our board of directors.
Pursuant to the Companies Law, the distribution amount is limited to the greater of retained
earnings or earnings generated over the previous two years, according to the company’s most recently
reviewed or audited financial statements (less the amount of previously distributed dividends, if not
reduced from the earnings), provided that the end of the period to which the financial statements relate
is not more than six months prior to the date of the distribution. If we do not meet such criteria, then we
may distribute dividends only with court approval. In each case, we are only permitted to distribute a
dividend if our board of directors and, if applicable, the court determines that there is no reasonable
concern that payment of the dividend will prevent us from satisfying our existing and foreseeable
obligations as they become due. As a company listed on an exchange outside of Israel, however, court
approval is not required if the proposed distribution is in the form of an equity repurchase, provided
that we notify our creditors of the proposed equity repurchase and allow such creditors an opportunity
to initiate a court proceeding to review the repurchase. If within 30 days such creditors do not file an
objection, then we may proceed with the repurchase without obtaining court approval.
In the event of Taboola’s liquidation, after satisfaction of liabilities to creditors, its assets will be
distributed to the holders of its ordinary shares in proportion to their shareholdings. This right, as well
as the right to receive dividends, may be affected by the grant of preferential dividend or distribution
rights to the holders of a class of shares with preferential rights which may be authorized in the future.
Exchange Controls
Exhibit 4.1
There are currently no Israeli currency control restrictions on remittances of dividends on our
ordinary shares, proceeds from the sale of our srdinary shares or interest or other payments to non-
residents of Israel, except for shareholders who are subjects of countries that at the time are, or have
been, in a state of war with Israel.
Shareholder Meetings
Under Israeli law, Taboola is required to hold an annual general meeting of its shareholders once
every calendar year and no later than 15 months after the date of the previous annual general meeting.
All meetings other than the annual general meeting of shareholders are referred to in the Amended and
Restated Articles of Association as special general meetings. Our board of directors may call special
general meetings of our shareholders whenever it sees fit, at such time and place, within or outside of
Israel, as it may determine. In addition, the Companies Law provides that our board of directors is
required to convene a special general meeting of our shareholders upon the written request of (i) any
two or more of our directors, (ii) one-quarter or more of the serving members of our board of directors
or (iii) as a company listed on an exchange in outside of Israel, one or more shareholders holding, in the
aggregate, either (a) 10% or more of Taboola’s issued and outstanding shares and 1% or more of
Taboola’s outstanding voting power or (b) 10% or more of Taboola’s outstanding voting power.
Under Israeli law, one or more shareholders holding at least 1% of the voting rights at the general
meeting of shareholders may request that the board of directors include a matter in the agenda of a
general meeting of shareholders to be convened in the future, provided that it is appropriate to discuss
such a matter at the general meeting. Notwithstanding the foregoing, as a company listed on an
exchange outside of Israel, a matter relating to the appointment or removal of a director may only be
requested by one or more shareholders holding at least 5% of the voting rights at the general meeting of
the shareholders. Our Amended and Restated Articles of Association contain procedural guidelines and
disclosure items with respect to the submission of shareholder proposals for general meetings. Subject
to the provisions of the Companies Law and the regulations promulgated thereunder, shareholders
entitled to participate and vote at general meetings of shareholders are the shareholders of record on a
date to be decided by the board of directors, which, as a company listed on an exchange outside Israel,
may be between four and 60 days prior to the date of the meeting. Furthermore, the Companies Law
requires that resolutions regarding the following matters must be passed at a general meeting of
shareholders:
•
amendments to the articles of association;
•
appointment, terms of service and termination of services of auditors;
•
appointment of directors, including external directors (if applicable);
•
approval of certain related party transactions;
•
increases or reductions of authorized share capital;
•
a merger; and
•
the exercise of the board of director’s powers by a general meeting, if the board of directors
is unable to exercise its powers and the exercise of any of its powers is required for proper
management of the company.
The Companies Law requires that a notice of any annual general meeting or special general
meeting be provided to shareholders at least 21 days prior to the meeting and, if the agenda of the
meeting includes (among other things) the appointment or removal of directors, the approval of
transactions with office holders or interested or related parties, or an approval of a merger, notice must
be provided at least 35 days prior to the meeting. Under the Companies Law and our Amended and
Restated Articles of Association, shareholders are not permitted to take action by way of written
consent in lieu of a meeting.
Quorum
Exhibit 4.1
Pursuant to our Amended and Restated Articles of Association, holders of our ordinary shares
have one vote for each ordinary share held on all matters submitted to a vote of the shareholders at a
general meeting of shareholders. The quorum required for our general meetings of shareholders
consists of at least two shareholders present in person or by proxy who hold or represent at least 331∕3%
of the total outstanding voting power of our shares, except that if (i) any such general meeting was
initiated by and convened pursuant to a resolution adopted by the board of directors and (ii) at the time
of such general meeting we qualify as a “foreign private issuer,” the requisite quorum will consist of
two or more shareholders present in person or by proxy who hold or represent at least 25% of the total
outstanding voting power of our shares. The requisite quorum may be present within half an hour of the
time fixed for the commencement of the general meeting. A general meeting adjourned for lack of a
quorum shall be adjourned either to the same day in the next week, at the same time and place, to such
day and at such time and place as indicated in the notice to such meeting, or to such day and at such
time and place as the chairperson of the meeting shall determine. At the reconvened meeting, any
number of shareholders present in person or by proxy shall constitute a quorum, unless a meeting was
called pursuant to a request by our shareholders, in which case the quorum required is one or more
shareholders, present in person or by proxy and holding the number of shares required to call the
meeting as described under “Shareholder Meetings.”
Vote Requirements
Our Amended and Restated Articles of Association provide that all resolutions of our shareholders
require a simple majority vote, unless otherwise required by the Companies Law or by our Amended
and Restated Articles of Association. Under the Companies Law, certain actions require the approval of
a special majority, including: (i) an extraordinary transaction with a controlling shareholder or in which
the controlling shareholder has a personal interest, (ii) the terms of employment or other engagement of
a controlling shareholder of the company or a controlling shareholder’s relative (even if such terms are
not extraordinary) and (iii) certain compensation-related matters. Under our Amended and Restated
Articles of Association, the alteration of the rights, privileges, preferences or obligations of any class of
our shares (to the extent there are classes other than ordinary shares) requires the approval of a simple
majority of the class so affected (or such other percentage of the relevant class that may be set forth in
the governing documents relevant to such class), in addition to the ordinary majority vote of all classes
of shares voting together as a single class at a shareholder meeting.
Under our Amended and Restated Articles of Association, the approval of the holders of at least
65% of the total voting power of our shareholders is generally required to remove any of our directors
from office, to amend the provision requiring the approval of at least 65% of the total voting power of
our shareholders to remove any of our directors from office, or certain other provisions regarding our
staggered board, shareholder proposals, the size of our board and plurality voting in contested elections.
Another exception to the simple majority vote requirement is a resolution for the voluntary winding up,
or an approval of a scheme of arrangement or reorganization, of the company pursuant to Section 350
of the Companies Law, which requires the approval of a majority of the shareholders present and
represented at the meeting, and holding at least 75% of the voting rights represented at the meeting and
voting on the resolution.
Access to Corporate Records
Under the Companies Law, all shareholders generally have the right to review minutes of our
general meetings, our shareholder register (including with respect to material shareholders), our articles
of association, our financial statements, other documents as provided in the Companies Law, and any
document Taboola is required by law to file publicly with the Israeli Registrar of Companies or the
Israeli Securities Authority. Any shareholder who specifies the purpose of its request may request to
review any document in our possession that relates to any action or transaction with a related party
which requires shareholder approval under the Companies Law. Taboola may deny a request to review
a document if it determines that the request was not made in good faith, that the document contains a
commercial secret or a patent or that the document’s disclosure may otherwise impair its interests.
Anti-Takeover Provisions
Exhibit 4.1
Acquisitions under Israeli Law
Full Tender Offer
A person wishing to acquire shares of a public Israeli company who would, as a result, hold over
90% of the target company’s voting rights or the target company’s issued and outstanding share capital
(or of a class thereof), is required by the Companies Law to make a tender offer to all of the company’s
shareholders for the purchase of all of the issued and outstanding shares of the company (or the
applicable class). If (a) the shareholders who do not accept the offer hold less than 5% of the issued and
outstanding share capital of the company (or the applicable class) and the shareholders who accept the
offer constitute a majority of the offerees that do not have a personal interest in the acceptance of the
tender offer or (b) the shareholders who did not accept the tender offer hold less than 2% of the issued
and outstanding share capital of the company (or of the applicable class), all of the shares that the
acquirer offered to purchase will be transferred to the acquirer by operation of law. A shareholder who
had its shares so transferred may petition an Israeli court within six months from the date of acceptance
of the full tender offer, regardless of whether such shareholder agreed to the offer, to determine
whether the tender offer was for less than fair value and whether the fair value should be paid as
determined by the court. However, an offeror may provide in the offer that a shareholder who accepted
the offer will not be entitled to petition the court for appraisal rights as described in the preceding
sentence, as long as the offeror and the company disclosed the information required by law in
connection with the full tender offer. If the full tender offer was not accepted in accordance with any of
the above alternatives, the acquirer may not acquire shares of the company that will increase its
holdings to more than 90% of the company’s voting rights or the company’s issued and outstanding
share capital (or of the applicable class) from shareholders who accepted the tender offer. Shares
purchased in contradiction to the full tender offer rules under the Companies Law will have no rights
and will become dormant shares.
Special Tender Offer
The Companies Law provides that an acquisition of shares of an Israeli public company must be
made by means of a special tender offer if as a result of the acquisition the purchaser would become a
holder of 25% or more of the voting rights in the company. This requirement does not apply if there is
already another holder of 25% or more of the voting rights in the company. Similarly, the Companies
Law provides that an acquisition of shares of an Israeli public company must be made by means of a
special tender offer if as a result of the acquisition the purchaser would become a holder of more than
45% of the voting rights in the company, if there is no other shareholder of the company who holds
more than 45% of the voting rights in the company. These requirements do not apply if (i) the
acquisition occurs in the context of a private placement by the company that received shareholder
approval as a private placement whose purpose is to give the purchaser 25% or more of the voting
rights in the company, if there is no person who holds 25% or more of the voting rights in the company
or as a private placement whose purpose is to give the purchaser 45% of the voting rights in the
company, if there is no person who holds 45% of the voting rights in the company, (ii) the acquisition
was from a shareholder holding 25% or more of the voting rights in the company and resulted in the
purchaser becoming a holder of 25% or more of the voting rights in the company, or (iii) the
acquisition was from a shareholder holding more than 45% of the voting rights in the company and
resulted in the purchaser becoming a holder of more than 45% of the voting rights in the company. A
special tender offer must be extended to all shareholders of a company. A special tender offer may be
consummated only if (i) at least 5% of the voting power attached to the company’s outstanding shares
will be acquired by the offeror and (ii) the number of shares tendered in the offer exceeds the number
of shares whose holders objected to the offer (excluding the purchaser, its controlling shareholders,
holders of 25% or more of the voting rights in the company and any person having a personal interest
in the acceptance of the tender offer, or anyone on their behalf, including any such person’s relatives
and entities under their control).
In the event that a special tender offer is made, a company’s board of directors is required to
express its opinion on the advisability of the offer, or may abstain from expressing any opinion if it is
unable to do so, provided that it gives the reasons for its abstention. The board of directors shall also
disclose any personal interest that any of the directors has with respect to the special tender offer or in
Exhibit 4.1
connection therewith. An office holder in a target company who, in his or her capacity as an office
holder, performs an action the purpose of which is to cause the failure of an existing or foreseeable
special tender offer or is to impair the chances of its acceptance, is liable to the potential purchaser and
shareholders for damages, unless such office holder acted in good faith and had reasonable grounds to
believe he or she was acting for the benefit of the company. However, office holders of the target
company may negotiate with the potential purchaser in order to improve the terms of the special tender
offer, and may further negotiate with third parties in order to obtain a competing offer.
If a special tender offer is accepted, then shareholders who did not respond to or that had objected
the offer may accept the offer within four days of the last day set for the acceptance of the offer and
they will be considered to have accepted the offer from the first day it was made.
In the event that a special tender offer is accepted, then the purchaser or any person or entity
controlling it or under common control with the purchaser or such controlling person or entity at the
time of the offer may not make a subsequent tender offer for the purchase of shares of the target
company and may not enter into a merger with the target company for a period of one year from the
date of the offer, unless the purchaser or such person or entity undertook to effect such an offer or
merger in the initial special tender offer. Shares purchased in contradiction to the special tender offer
rules under the Companies Law will have no rights and will become dormant shares.
Merger
The Companies Law permits merger transactions if approved by each party’s board of directors
and, unless certain conditions described under the Companies Law are met, a simple majority of the
outstanding shares of each party to the merger that are represented and voting on the merger. The board
of directors of a merging company is required pursuant to the Companies Law to discuss and determine
whether in its opinion there exists a reasonable concern that as a result of a proposed merger, the
surviving company will not be able to satisfy its obligations towards its creditors, such determination
taking into account the financial status of the merging companies. If the board of directors determines
that such a concern exists, it may not approve a proposed merger. Following the approval of the board
of directors of each of the merging companies, the boards of directors must jointly prepare a merger
proposal for submission to the Israeli Registrar of Companies.
For purposes of the shareholder vote of a merging company whose shares are held by the other
merging company, or by a person or entity holding 25% or more of the voting rights at the general
meeting of shareholders of the other merging company, or by a person or entity holding the right to
appoint 25% or more of the directors of the other merging company, unless a court rules otherwise, the
merger will not be deemed approved if a majority of the shares voted on the matter at the general
meeting of shareholders (excluding abstentions) that are held by shareholders other than the other party
to the merger, or by any person or entity who holds 25% or more of the voting rights of the other party
or the right to appoint 25% or more of the directors of the other party, or any one on their behalf
including their relatives or corporations controlled by any of them, vote against the merger. In addition,
if the non-surviving entity of the merger has more than one class of shares, the merger must be
approved by each class of shareholders. If the transaction would have been approved but for the
separate approval of each class or the exclusion of the votes of certain shareholders as provided above,
a court may still approve the merger upon the request of holders of at least 25% of the voting rights of a
company, if the court holds that the merger is fair and reasonable, taking into account the valuation of
the merging companies and the consideration offered to the shareholders. If a merger is with a
company’s controlling shareholder or if the controlling shareholder has a personal interest in the
merger, then the merger is instead subject to the same special majority approval that governs all
extraordinary transactions with controlling shareholders.
Under the Companies Law, each merging company must deliver to its secured creditors the
merger proposal and inform its unsecured creditors of the merger proposal and its content. Upon the
request of a creditor of either party to the proposed merger, the court may delay or prevent the merger
if it concludes that there exists a reasonable concern that, as a result of the merger, the surviving
company will be unable to satisfy the obligations of the merging company, and may further give
instructions to secure the rights of creditors.
Exhibit 4.1
In addition, a merger may not be completed unless at least 50 days have passed from the date that
a proposal for approval of the merger is filed with the Israeli Registrar of Companies and 30 days from
the date that shareholder approval of both merging companies is obtained.
Anti-Takeover Measures
The Companies Law allows us to create and issue shares having rights different from those
attached to our ordinary shares, including shares providing certain preferred rights with respect to
voting, distributions or other matters and shares having preemptive rights. No preferred shares are
currently authorized under our Amended and Restated Articles of Association. In the future, if we do
authorize, create and issue a specific class of preferred shares, such class of shares, depending on the
specific rights that may be attached to it, may have the ability to frustrate or prevent a takeover or
otherwise prevent our shareholders from realizing a potential premium over the market value of our
ordinary shares. The authorization and designation of a class of preferred shares will require an
amendment to our Amended and Restated Articles of Association, which requires the prior approval of
the holders of a majority of the voting power attached to our issued and outstanding shares at a general
meeting of our shareholders. The convening of the meeting, the shareholders entitled to participate and
the vote required to be obtained at such a meeting will be subject to the requirements set forth in the
Companies Law and our amended articles of association, as described above in “Shareholder
Meetings.” In addition, as disclosed under “Election of Directors,” we have a classified board structure,
which effectively limits the ability of any investor or potential investor or group of investors or
potential investors to gain control of our board of directors.
Borrowing Powers
Pursuant to the Companies Law and our Amended and Restated Articles of Association, our board
of directors may exercise all powers and take all actions that are not required under law or under our
Amended and Restated Articles of Association to be exercised or taken by our shareholders, including
the power to borrow money for company purposes.
Changes in Capital
Our Amended and Restated Articles of Association enable us to increase or reduce our share
capital. Any such changes are subject to Israeli law and must be approved by a resolution duly passed
by our shareholders at a general meeting of shareholders. In addition, transactions that have the effect
of reducing capital, such as the declaration and payment of dividends in the absence of sufficient
retained earnings or profits, require the approval of both our board of directors and an Israeli court.
Exclusive Forum
Our Amended and Restated Articles of Association provide that unless we consent in writing to
the selection of an alternative forum, the federal district courts of the United States of America shall be
the exclusive forum for the resolution of any complaint asserting a cause of action arising under the
Securities Act. Our Amended and Restated Articles of Association also provide that unless we consent
in writing to the selection of an alternative forum, the competent courts in Tel Aviv, Israel shall be the
exclusive forum for any derivative action or proceeding brought on behalf of the Company, any action
asserting a breach of a fiduciary duty owed by any of our directors, officers or other employees to the
Company or our shareholders or any action asserting a claim arising pursuant to any provision of the
Companies Law or the Israeli Securities Law.
Transfer Agent and Registrar
The transfer agent and registrar for our ordinary shares is Broadridge Corporate Issuer Solutions,
Inc. Its address is 51 Mercedes Way, Edgewood, NY 11717.
Description of Warrants
Exhibit 4.1
Public Warrants
Each whole warrant entitles the registered holder to purchase one ordinary share at a price of
$11.50 per share, subject to adjustment as discussed below, at any time, provided in each case that there
is an effective registration statement under the Securities Act covering the ordinary shares issuable
upon exercise of the warrants and a current prospectus relating to them is available (or we permit
holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant
assignment, assumption and amendment agreement) and such shares are registered, qualified or exempt
from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant
to the warrant assignment, assumption and amendment agreement, a warrant holder may exercise its
warrants only for a whole number of our ordinary shares. This means only a whole warrant may be
exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of
the units and only whole warrants will trade. The warrants (other than the warrants held by ION Co-
Investment LLC, which will expire five years from October 1, 2021) will expire June 29, 2026 or
earlier upon redemption or liquidation.
We will not be obligated to deliver any ordinary shares pursuant to the exercise of a warrant and
will have no obligation to settle such warrant exercise unless a registration statement under the
Securities Act with respect to the ordinary shares underlying the warrants is then effective and a
prospectus relating thereto is current, subject to us satisfying our registration obligations. No warrant
will be exercisable and we will not be obligated to issue ordinary shares upon exercise of a warrant
unless the ordinary shares issuable upon such warrant exercise have been registered, qualified or
deemed to be exempt under the securities laws of the state of residence of the registered holder of the
warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied
with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and
such warrant may have no value and expire worthless. The company is not required to net cash settle
any warrant other than as set forth herein.
We have agreed that the ordinary shares issuable upon exercise of the warrants will be registered
on a registration statement on Form F-1 and filed such registration statement with the SEC on July 13,
2021. We will use our best efforts to maintain the effectiveness of such registration statement, and a
current prospectus relating thereto, until the expiration of the warrants in accordance with the
provisions of the warrant assignment, assumption and amendment agreement. Warrant holders may,
during any period when we will have failed to maintain an effective registration statement covering the
ordinary shares issuable upon exercise of the warrants, exercise warrants on a “cashless basis” in
accordance with Section 3(a)(9) of the Securities Act or another exemption.
Notwithstanding the above, if our ordinary shares are at the time of any exercise of a warrant not
listed on a national securities exchange such that they satisfy the definition of a “covered security”
under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants
who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the
Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a
registration statement, and in the event we do not so elect, we will use our best efforts to register or
qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Redemption of warrants when the price per ordinary share equals or exceeds $18.00. Once the
warrants become exercisable, we may redeem the outstanding warrants (except as described herein
with respect to the private placement warrants):
•
in whole and not in part;
•
at a price of $0.01 per warrant;
Exhibit 4.1
•
upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption
period”); and
•
if, and only if, the closing price of the ordinary shares equals or exceeds $18.00 per share (as
adjusted for adjustments to the number of shares issuable upon exercise or the exercise price
of a warrant as described under the heading “— Redemption Procedures — Anti-dilution
Adjustments”) for any 20 trading days within a 30-trading day period ending three business
days before the notice of redemption is sent to the warrant holders.
If and when the warrants become redeemable by us, we may exercise our redemption right even if
we are unable to register or qualify the underlying securities for sale under all applicable state securities
laws.
We established the last of the redemption criterion discussed above to prevent a redemption call
unless there is at the time of the call a significant premium to the warrant exercise price. If the
foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant
holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date.
However, the price of the ordinary shares may fall below the $18.00 redemption trigger price (as
adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) as
well as the $11.50 warrant exercise price after the redemption notice is issued.
Redemption of warrants when the price per ordinary share equals or exceeds $10.00. Once the
warrants become exercisable, we may redeem the outstanding warrants (except as described herein
with respect to the private placement warrants):
•
in whole and not in part;
•
at a price of $0.10 per warrant;
•
upon a minimum of 30 days’ prior written notice of redemption; provided that holders will
be able to exercise their warrants on a cashless basis prior to redemption and receive that
number of shares determined by reference to the table below, based on the redemption date
and the “fair market value” (as defined below) of the ordinary shares except as otherwise
described below; and
•
if, and only if, the closing price of the ordinary Sshares equals or exceeds $10.00 per share
(as adjusted for adjustments to the number of shares issuable upon exercise or the exercise
price of a warrant as described under the heading “— Redemption Procedures — Anti-
dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three
trading days before the notice of redemption is sent to the warrant holders.
Beginning on the date the notice of redemption is given and until the warrants are redeemed or
exercised, holders may elect to exercise their warrants on a cashless basis. The numbers in the table
below represent the number of ordinary shares that a warrant holder will receive upon such cashless
exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair
market value” of the ordinary shares on the corresponding redemption date (assuming holders elect to
exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined for these
purposes based on the volume-weighted average price of the ordinary shares during the 10 trading days
immediately following the date on which the notice of redemption is sent to the holders of warrants,
and the number of months that the corresponding redemption date precedes the expiration date of the
warrants, each as set forth in the table below. We will provide our warrant holders with the final fair
market value no later than one business day after the 10-trading day period described above ends.
The share prices set forth in the column headings of the table below will be adjusted as of any date
on which the number of shares issuable upon exercise of a warrant or the exercise price of a warrant is
adjusted as set forth under the heading “— Redemption Procedures — Anti-dilution
Adjustments” below. If the number of shares issuable upon exercise of a warrant is adjusted, the
adjusted share prices in the column headings will equal the share prices immediately prior to such
Exhibit 4.1
adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon
exercise of a warrant immediately prior to such adjustment and the denominator of which is the number
of shares deliverable upon exercise of a warrant as so adjusted. The number of shares in the table below
shall be adjusted in the same manner and at the same time as the number of shares issuable upon
exercise of a warrant.
If the exercise price of a warrant is adjusted, (a) in the case of an adjustment pursuant to the fifth
paragraph under the heading “— Redemption Procedures — Anti-dilution Adjustments” below, the
adjusted share prices in the column headings will equal the unadjusted share prices multiplied by a
fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price as set
forth under the heading “— Redemption Procedures — Anti-dilution Adjustments” and the
denominator of which is $10.00 and (b) in the case of an adjustment pursuant to the second paragraph
under the heading “— Redemption Procedures — Anti-dilution Adjustments” below, the adjusted share
prices in the column headings will equal the unadjusted share prices less the decrease in the exercise
price of a warrant pursuant to such exercise price adjustment.
Redemption Date
Fair Market Value of Ordinary Shares
(period to
expiration of warrants)
≤$10.00
$11.00
$12.00
$13.00
$14.00
$15.00
$16.00
$17.00
≥$18.00
60 months
0.261
0.281
0.297
0.311
0.324
0.337
0.348
0.358
0.361
57 months
0.257
0.277
0.294
0.310
0.324
0.337
0.348
0.358
0.361
54 months
0.252
0.272
0.291
0.307
0.322
0.335
0.347
0.357
0.361
51 months
0.246
0.268
0.287
0.304
0.320
0.333
0.346
0.357
0.361
48 months
0.241
0.263
0.283
0.301
0.317
0.332
0.344
0.356
0.361
45 months
0.235
0.258
0.279
0.298
0.315
0.330
0.343
0.356
0.361
42 months
0.228
0.252
0.274
0.294
0.312
0.328
0.342
0.355
0.361
39 months
0.221
0.246
0.269
0.290
0.309
0.325
0.340
0.354
0.361
36 months
0.213
0.239
0.263
0.285
0.305
0.323
0.339
0.353
0.361
33 months
0.205
0.232
0.257
0.280
0.301
0.320
0.337
0.352
0.361
30 months
0.196
0.224
0.250
0.274
0.297
0.316
0.335
0.351
0.361
27 months
0.185
0.214
0.242
0.268
0.291
0.313
0.332
0.350
0.361
24 months
0.173
0.204
0.233
0.260
0.285
0.308
0.329
0.348
0.361
21 months
0.161
0.193
0.223
0.252
0.279
0.304
0.326
0.347
0.361
18 months
0.146
0.179
0.211
0.242
0.271
0.298
0.322
0.345
0.361
15 months
0.130
0.164
0.197
0.230
0.262
0.291
0.317
0.342
0.361
12 months
0.111
0.146
0.181
0.216
0.250
0.282
0.312
0.339
0.361
9 months
0.090
0.125
0.162
0.199
0.237
0.272
0.305
0.336
0.361
6 months
0.065
0.099
0.137
0.178
0.219
0.259
0.296
0.331
0.361
3 months
0.034
0.065
0.104
0.150
0.197
0.243
0.286
0.326
0.361
0 months
—
—
0.042
0.115
0.179
0.233
0.281
0.323
0.361
The exact fair market value and redemption date may not be set forth in the table above, in which
case, if the fair market value is between two values in the table or the redemption date is between two
redemption dates in the table, the number of ordinary shares to be issued for each warrant exercised
will be determined by a straight-line interpolation between the number of shares set forth for the higher
and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or
366-day year, as applicable. For example, if the volume weighted average price of the ordinary shares
during the 10 trading days immediately following the date on which the notice of redemption is sent to
the holders of the warrants is $11.00 per share, and at such time there are 57 months until the expiration
of the warrants, holders may choose to, in connection with this redemption feature, exercise their
warrants for 0.277 ordinary shares for each whole warrant. For an example where the exact fair market
value and redemption date are not as set forth in the table above, if the volume-weighted average price
Exhibit 4.1
of our ordinary shares during the 10 trading days immediately following the date on which the notice of
redemption is sent to the holders of the warrants is $13.50 per share, and at such time there are 38
months until the expiration of the warrants, holders may choose to, in connection with this redemption
feature, exercise their warrants for 0.298 ordinary shares for each whole warrant. In no event will the
warrants be exercisable on a cashless basis in connection with this redemption feature for more than
0.361 ordinary shares per warrant (subject to adjustment). Finally, as reflected in the table above, if the
warrants are out of the money and about to expire, they cannot be exercised on a cashless basis in
connection with a redemption by us pursuant to this redemption feature, since they will not be
exercisable for any ordinary shares.
This redemption feature differs from the typical warrant redemption features used in many other
blank check company offerings, which typically only provide for a redemption of warrants for cash
(other than the private placement warrants) when the trading price for the ordinary shares exceeds
$18.00 per share for a specified period of time. This redemption feature is structured to allow for all of
the outstanding warrants to be redeemed when the  ordinary shares are trading at or above $10.00 per
public share, which may be at a time when the trading price of the ordinary shares is below the exercise
price of the warrants. This redemption feature was established to provide the flexibility to redeem the
warrants without the warrants having to reach the $18.00 per share threshold set forth above under “—
Redemption of warrants when the price per ordinary share equals or exceeds $18.00.”
As stated above, we can redeem the warrants when the ordinary shares are trading at a price
starting at $10.00, which is below the exercise price of $11.50, because we will provide certainty with
respect to our capital structure and cash position while providing warrant holders with the opportunity
to exercise their warrants on a cashless basis for the applicable number of shares. If we choose to
redeem the warrants when the ordinary shares are trading at a price below the exercise price of the
warrants, this could result in the warrant holders receiving fewer ordinary shares than they would have
received if they had chosen to wait to exercise their warrants for ordinary shares if and when such
ordinary shares were trading at a price higher than the exercise price of $11.50.
Redemption Procedures
A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement
that such holder will not have the right to exercise such warrant, to the extent that after giving effect to
such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual
knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified by the holder) of the
ordinary shares outstanding immediately after giving effect to such exercise.
Anti-dilution Adjustments
If the number of outstanding ordinary shares is increased by a share capitalization payable in
ordinary shares, or by a sub-division of ordinary shares or other similar event, then, on the effective
date of such share capitalization, sub-division or similar event, the number of ordinary shares issuable
on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary
shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to
purchase our ordinary shares at a price less than the fair market value will be deemed a share
capitalization of a number of ordinary shares equal to the product of (i) the number of ordinary shares
actually sold in such rights offering (or issuable under any other equity securities sold in such rights
offering that are convertible into or exercisable for our ordinary shares) and (ii) the quotient of (x) the
price per ordinary share paid in such rights offering and (y) the fair market value. For these purposes
(i) if the rights offering is for securities convertible into or exercisable for our ordinary shares, in
determining the price payable for the ordinary shares, there will be taken into account any
consideration received for such rights, as well as any additional amount payable upon exercise or
conversion and (ii) fair market value means the volume weighted average price of the ordinary shares
as reported during the 10 trading day period ending on the trading day prior to the first date on which
the ordinary shares trade on the applicable exchange or in the applicable market, regular way, without
the right to receive such rights.
Exhibit 4.1
In addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or
makes a distribution in cash, securities or other assets to the holders of all or substantially all of its
ordinary shares on account of such ordinary shares (or other securities into which the warrants are
convertible), other than (a) as described above, or (b) certain ordinary cash dividends, then the warrant
exercise price will be decreased, effective immediately after the effective date of such event, by the
amount of cash and/or the fair market value of any securities or other assets paid on each ordinary share
in respect of such event.
If, the number of outstanding ordinary shares is decreased by a consolidation, combination,
reverse share sub-division or reclassification of the ordinary shares or other similar event, then, on the
effective date of such consolidation, combination, reverse share sub-division, reclassification or similar
event, the number of ordinary shares issuable on exercise of each warrant will be decreased in
proportion to such decrease in the outstanding ordinary shares.
Whenever the number of ordinary shares purchasable upon the exercise of the warrants is
adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant
exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the
number of ordinary shares purchasable upon the exercise of the warrants immediately prior to such
adjustment, and (y) the denominator of which will be the number of ordinary shares so purchasable
immediately thereafter.
In case of any reclassification or reorganization of the outstanding ordinary shares (other than
those described above or that solely affects the par value of such ordinary shares), or in the case of any
merger or consolidation of Taboola with or into another corporation (other than a consolidation or
merger in which Taboola is the continuing corporation and that does not result in any reclassification or
reorganization of Taboola’s issued and outstanding ordinary shares), or in the case of any sale or
conveyance to another corporation or entity of the assets or other property of Taboola as an entirety or
substantially as an entirety in connection with which Taboola is dissolved, the holders of the warrants
will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions
specified in the warrants and in lieu of the ordinary shares immediately theretofore purchasable and
receivable upon the exercise of the rights represented thereby, the kind and amount of ordinary shares
or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the
warrants would have received if such holder had exercised their warrants immediately prior to such
event. If less than 70% of the consideration receivable by the holders of the ordinary shares in such a
transaction is payable in the form of ordinary shares in the successor entity that is listed for trading on a
national securities exchange or is quoted in an established over-the-counter market, or is to be so listed
for trading or quoted immediately following such event, and if the registered holder of the warrant
properly exercises the warrant within thirty days following public disclosure of such transaction, the
warrant exercise price will be reduced as specified in the warrant assignment, assumption and
amendment agreement based on the Black-Scholes Warrant Value (as defined in the warrant
assignment, assumption and amendment agreement) of the warrant. The purpose of such exercise price
reduction is to provide additional value to holders of the warrants when an extraordinary transaction
occurs during the exercise period of the warrants pursuant to which the holders of the warrants
otherwise do not receive the full potential value of the warrants.
The warrant assignment, assumption and amendment agreement provides that the terms of the
warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity
or to correct any defective provision or mistake, including to conform the provisions of the warrant
assignment, assumption and amendment agreement to the description of the terms of the warrants and
the warrant assignment, assumption and amendment agreement set forth in this prospectus,
(ii) adjusting the provisions relating to cash dividends on ordinary shares as contemplated by and in
accordance with the warrant assignment, assumption and amendment agreement or (iii) adding or
changing any provisions with respect to matters or questions arising under the warrant assignment,
assumption and amendment agreement as the parties to the warrant assignment, assumption and
amendment agreement may deem necessary or desirable and that the parties deem to not adversely
affect the rights of the registered holders of the warrants, provided that the approval by the holders of at
least 50% of the then-outstanding public warrants is required to make any change that adversely affects
Exhibit 4.1
the interests of the registered holders of public warrants, and, solely with respect to any amendment to
the terms of the private placement warrants, 50% of the then outstanding private placement warrants.
You should review a copy of the warrant assignment, assumption and amendment agreement for a
complete description of the terms and conditions applicable to the warrants.
The warrants may be exercised upon surrender of the warrant certificate on or prior to the
expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the
warrant certificate completed and executed as indicated, accompanied by full payment of the exercise
price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the
number of warrants being exercised. The warrant holders do not have the rights or privileges of holders
of ordinary shares and any voting rights until they exercise their warrants and receive ordinary shares.
After the issuance of ordinary shares upon exercise of the warrants, each holder will be entitled to one
vote for each share held of record on all matters to be voted on by shareholders.