Exhibit 4.3
NORTH ATLANTIC ACQUISITION CORP.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
NO. WA- CLASS A WARRANTS
This Warrant Certificate certifies that CUSIP
or registered assigns, is the registered holder of the number of Class A
Redeemable Unit Purchase Warrants (the "Warrants") set forth above to purchase
initially, at any time from the closing date of the first Business Combination
(as defined in the Warrant Agreement described below), until 5:00 p.m., New York
time on the first anniversary of such initial exercise date (the "Expiration
Date"), one (1) fully paid and nonassessable share per Warrant (the "Shares"),
of Class A Common Stock, $.01 par value (the "Common Stock"), of North Atlantic
Acquisition Corp., a Delaware corporation (the "Company"), at the exercise price
of $9.00 per Share (the "Exercise Price"), upon the surrender of this Warrant
Certificate and payment of the Exercise Price at an office or agency of the
Company, but subject to the conditions set forth herein and in the warrant
agreement dated as of (the "Warrant Agreement") by and among the Company
and American Stock Transfer & Trust Company (the "Transfer Agent"). Copies of
the Warrant Agreement are on file at the office of the Corporation and are
available on written request and without cost. Payment of the Exercise Price
shall be made by certified or cashier's check or money order payable to the
order of the Company. No Warrant may be exercised after 5:00P.M. New York Time,
on the Expiration Date, at which time all Warrants evidenced hereby, unless
exercised prior thereto, shall thereafter be void.
The Warrants evidenced by the Warrant Certificate are part of a duly
authorized issue of Warrants issued pursuant to the Warrant Agreement, 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
Company and holders (the words "holders" or "holder" meaning the registered
holders or registered holder) of the Warrants.
The Warrant Agreement provides that upon the occurrence of certain
events the Exercise Price and the type and/or number of the Company's
securities issuable thereupon may, subject to certain conditions, be
adjusted. In such event, the Company will, at the request of the holder
issue a new Warrant Certificate evidencing the adjustment in the Exercise
Price and the number and/or type of securities issuable upon the exercise of
the Warrants; provided, however, that the failure of the Company to issue
such new Warrant Certificates shall not in any way change, alter, or
otherwise impair, the rights of the holder as set forth in the Warrant
Agreement. The Warrant Agreement also provides that the Warrants are
redeemable by the Company upon the occurrence of certain conditions set forth
in the Warrant Agreement.
Upon due presentment for registration of transfer of this Warrant
Certificate at an office or agency of the Company, 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 as
provided herein, without any charge except for any tax or other governmental
charge imposed in connection with such transfer.
Upon the exercise of less than all of the Warrants evidenced by this
Certificate, the Company shall forthwith issue to the holder hereof a new
Warrant Certificate representing such number of unexercised Warrants.
The Company may deem and treat the registered holder (s) hereof 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; and of any distribution to the holder(s) hereof; and for all
other purposes, and the Company shall not be affected by any notice to the
contrary.
All terms used in this Warrant Certificate which are defined in the
Warrant Agreement shall have the meanings assigned to them in the Warrant
Agreement.
IN WITNESS WHEREOF, the undersigned has executed this certificate as of
the date set forth below.
NORTH ATLANTIC ACQUISITION CORP.
DATED:
[1995 DELAWARE NORTH ATLANTIC ACQUISITION CORP. CORPORATE SEAL]
Secretary David J. Mitchell, Chairman and Chief Executive Officer
Countersigned and Registered:
AMERICAN STOCK TRANSFER & TRUST COMPANY
By Transfer Agent
Warrant Agentand Registrar
Authorized Officer
FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder desires to transfer the
Warrant Certificate.)
FOR VALUE RECEIVED,................hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
______________________________________..........................................
(Please print name and address of transferee)
................................................................................
................................................................... this Warrant
Certificate, together with all right, title and interest therein, and does
hereby irrevocably constitute and appoint
...................................................................... Attorney,
to transfer the within Warrant Certificate on the books of North Atlantic
Acquisition Corp., with full power of substitution.
Dated:.................................. ..................................
Signature
(Insert Social Security or Other
Identifying Number of Holder)
..................................
Signature Guaranteed
NOTE: THE ABOVE SIGNATURE SHOULD CORRESPOND EXACTLY WITH THE NAME OF THE FACE
OF THIS CERTIFICATE AND MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION WITH MEMBERSHIP IN AN APPROVED SIGNATURE MEDALLION PROGRAM.
FORM OF ELECTION TO PURCHASE
The undersigned hereby irrevocably elects to exercise the right, represented by
this Warrant Certificate, to purchase:
................ Shares of Class A Common Stock, and herewith tenders in payment
for such securities a certified or cashier's check or money order payable to the
order of North Atlantic Acquisition Corp. in the amount of $..............., all
in accordance with the terms hereof. The undersigned requests that a
certificate for such securities be registered in the name
of ............................. whose address is .............................
and that such Certificate be delivered to .............................. whose
address is ..............................
Dated:.................................. ..................................
Signature
..............................................................
Signature must conform in all respects to the name of holder as
specified on the face of the Warrant Certificate
..............................................................
(Insert Social Security or Other Identifying Number of Holder)