Exhibit 4.3
VOID AFTER DECEMBER __, 2000
SUBJECT TO EARLIER REDEMPTION
[NATIONS EXPRESS LOGO]
NATIONS EXPRESS, INC.
Incorporated under the Laws of the State of North Carolina
CUSIP NUMBER 638576 11 6
See Reverse Side for Certain Definitions
THIS CERTIFIES THAT, FOR VALUE RECIEVED _____________________________ of
registered assigns (the "Registered Holder") is the owner of the number of
Warrants (the "Warrants") specified above. Each Warrant represented hereby
entitles the Registered Holder to purchase, subject to the terms and conditions
of this Warrant Certificate and the Unit, Common Stock and Warrant Agreement (as
herein defined), one fully paid and nonassessable share of common stock, no par
value (the "Common Stock") of Nations Express, Inc., a North Carolina
corporation (the "Company"), at any time prior to the Expiration Date (as
hereafter defined), upon the presentation and surrender of this Warrant
Certificate with the Surrender Form on the reverse side hereof duly executed at
the corporate offices of First Union National Bank, as warrant agent or its
successor (the "Agent") accompanied by payment of $__ (the "Purchase Price") in
money of the United States in cash or certified check made payable to the
Company.
This Warrant Certificate and each Warrant represented hereby are issued
pursuant to and are subject in al respects to the terms and conditions of the
Unit, Common Stock and Warrant Agreement (the "Unit, Common Stock and Warrant
Agreement") dated as of November __, 2000 by and among the Company and the
Agent.
In the event of certain contingencies provided for in the Unit, Common
Stock and Warrant Agreement, the Purchase Price and number of shares of Common
Stock subject to purchase upon exercise of each Warrant represented hereby are
subject to modification and adjustment.
Each Warrant represented hereby is exercisable at any time between the
Separation Date and the Expiration Date, as such terms are defined in the Unit,
Common Stock and Warrant Agreement, at the option of the Registered Holder, but
no fractional shares shall be issued. In the case of the exercise of less than
all of the Warrants represented hereby, the Company shall cancel this Warrant
Certificate upon the surrender hereof and shall execute and deliver a new
Warrant Certificate or Warrant Certificates of like tenor, which the Agent shall
countersign, for the balance of such Warrants.
The term "Expiration Date" shall mean 5:00 p.m. (New York, New York time)
on December __, 2006, subject to such earlier date as the Warrants may be
redeemed. If such date shall in the State of New York be a holiday or a day on
which banks are authorized to close, then the Expiration Date shall mean 5:00
p.m. (New York, New York time)on the next following day which in the State of
New York is not a holiday or a day on which banks are authorized to close.
The Company shall not be obligated to deliver any securities pursuant to
the exercise of the Warrants represented hereby unless a registration statement
under the Securities Act of 1933, as amended, with respect to such securities is
effective. [The Company has covenanted and agreed that it will file a
registration statement will use its best efforts to cause the same to become
effective and to keep such registration statement current while any of the
Warrants are outstanding.] The Warrants represented hereby shall not be
exercisable by a Registered Holder in any state where such exercise would be
unlawful.
This Warrant Certificate is exchangeable, upon the surrender hereof by the
Registered Holder, at the corporate offices of the Agent for a new Warrant
Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Warrants, each of such new Warrant Certificates to represent
such number of Warrants as shall be designated by the Registered Holder at the
time of such surrender. Upon due presentment with payment of any tax or other
governmental charge imposed in connection therewith for registration or transfer
of the Warrant Certificate at such office, a new Warrant Certificate or Warrant
Certificates representing an equal aggregate number
of Warrants will be issued to the transferee in exchange therefor, subject to
limitations provided in the Unit, Common Stock and Warrant Agreement.
Prior to the exercise of any Warrant represented hereby, the Registered
Holder shall not be entitled to any rights of a shareholder of the Company,
including, without limitation, the right to vote or to receive dividends or
other distributions, and shall not be entitled to received any notice of any
proceedings of the Company, except as provided in the Unit, Common Stock and
Warrant Agreement.
The Warrants represented hereby may be redeemed at the option of the
Company at a redemption price of $0.20 per Warrant at any time between December
__, 2001 and December __, 2006, provided the closing price of the Common Stock
on the American Stock Exchange shall exceed $___ for 20 consecutive trading days
prior to the date notice of redemption is given. Notice of redemption shall be
given not later than the __ day before the date chosen for redemption, as
provided in the Unit, Common Stock and Warrant Agreement. On and after the date
chosen for redemption, the Registered Holder shall have no rights with respect
to the Warrant represented hereby except to receive $__ per Warrant upon
surrender of this Warrant Certificate.
Prior to presentment for registration or transfer hereof, the Company and
the Agent shall treat the Registered Holder as the absolute owner hereof and
each Warrant represented hereby notwithstanding any notations or ownership or
writing hereon made by anyone other than a duly authorized officer of the
Company or the Agent for all purposes shall not be affected by any notations to
the contrary.
This Warrant Certificate shall be governed by and construed in accordance
with the laws of the State of Texas.
This Warrant Certificate is not valid unless countersigned by the Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed, manually or by facsimile, by two of its officers thereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon.
Dated:
NATIONS EXPRESS, INC.
By:___________________________ By:_____________________________
President Chief Financial Officer
COUNTERSIGNED AND REGISTERED:
First Union National Bank (Charlotte, NC), Agent
SUBSCRIPTION FORM
To Be Executed by the Registered Holder
in Order to Exercise Warrants
The undersigned Registered Holder hereby irrevocably elects to exercise
__________________ Warrants represented by this Warrant Certificate, and to
purchase the securities issuable upon the exercise of such Warrants, and
requests that certificates for such securities shall be issued in the name of:
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
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(please print or type name and address)
and be delivered to
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(please print or type name and address)
and if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the Registered Holder
at the address stated below.
The undersigned, represents that the exercise of the within Warrant was
solicited by a member of the National Association of Securities Dealers, Inc. If
not solicited by an NASD member, please write "unsolicited" in the space below.
Unless otherwise indicated by listing the name of another NASD member firm, it
will be assumed that the exercise was solicited by Schneider Securities, Inc.
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(Name of NASD Member if other
than Schneider Securities, Inc.)
Dated: X
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Address
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Social Security or Taxpayer Identification Number
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Signature Guaranteed
ASSIGNMENT
To be Executed by the Registered Holder
in Order to Assign Warrants
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
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(please print or type name and address)
of the Warrants represented by
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this Warrant Certificate, and hereby irrevocably constitutes and appoints
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Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution
in the premises.
Dated: X
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Signature Guaranteed
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THE SIGNATURE TO THIS ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND
TO THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND
MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM
OF THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK
EXCHANGE OR MIDWEST STOCK EXCHANGE.