EXHIBIT 99.3
These Warrants and any shares of capital stock or other securities issuable upon
the exercise of these Warrants have not been registered under the Securities Act
of 1933, as amended, or the securities laws of any state. The sale, pledge,
hypothecation or other transfer of these Warrants and such shares or other
securities is subject to compliance with applicable securities laws.
The sale, pledge, hypothecation or other transfer of these Warrants and such
shares or other securities is also subject to certain restrictions contained in
the Agreement, dated as of April 6, 1995 (the "Redemption Agreement"), among
E.I. du Pont de Nemours and Company, The Seagram Company Ltd. and JES
Developments, Inc. The holder of these Warrants by acceptance hereof agrees to
be bound by such restrictions. A copy of the Redemption Agreement is on file
with the Corporate Secretary of E.I. du Pont de Nemours and Company.
48,000,000 Warrants
Warrant Certificate
E.I. du Pont de Nemours and Company
This Warrant Certificate certifies that JES Developments, Inc., or
registered permitted assigns, is the registered holder of 48,000,000 Warrants
(the "Warrants") to purchase shares of Common Stock, $0.60 par value per share,
of E.I. du Pont de Nemours and Company, a Delaware corporation (the "Company").
Each Warrant entitles the holder to purchase from the Company one fully paid and
nonassessable share of Common Stock, $0.60 par value per share, of the Company
(the "Shares") at the initial exercise price (the "Exercise Price") of $89.33
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 (the "Warrant Agent Office"), subject to the conditions set
forth herein and in the Warrant Agreement. The Exercise Price and number of
Shares purchasable upon exercise of the Warrants are subject to adjustment upon
the occurrence of certain events set forth in the Warrant
Agreement. Capitalized terms used but not defined in this Warrant Certificate
have the meanings assigned to such terms in the Warrant Agreement.
The Warrants evidenced hereby are First S Warrants and, accordingly,
are exercisable only (i) during an Acceleration Event Period, (ii) to the extent
necessary to enable S or an Affiliate thereof to obtain shares of Common Stock
which it is required at such time to deliver upon the exchange, exercise or
conversion of an outstanding Derivative S Security held by a Non-S Person during
a Derivative Exercise Period (to the extent either such period in (i) or (ii)
occurs prior to the Expiration Time of the Warrants evidenced hereby) or (iii)
during the European Exercise Period. No Warrant may be exercised after its
Expiration Time.
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.
2
This Warrant Certificate shall not be valid unless countersigned by
the Warrant Agent, as such term is used in the Warrant Agreement.
WITNESS the facsimile seal of the Company and the facsimile signatures
of its duly authorized officers.
Dated: April 6, 1995
E.I. du Pont de Nemours and Company
By /S/ Edgar S. Woolard, Jr.
--------------------------
Name: Edgar S. Woolard, Jr.
Title: Chairman of the Board and
Chief Executive Officer
By /s/ Louise B. Lancaster
------------------------
Name: Louise B. Lancaster
Title: Corporate Secretary
Countersigned:
Warco Transfer Corporation
as Warrant Agent
By /s/ Louise B. Lancaster
-----------------------------------
Authorized Signature
3
[Reverse]
E.I. du Pont de Nemours and Company
The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants to purchase 156,000,000 shares of Common Stock,
$0.60 par value per share, of the Company, and are issued pursuant to the
Warrant Agreement dated as of April 6, 1995 (the "Warrant Agreement"), duly
executed and delivered by the Company to Warco Transfer Corporation, 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.
The Warrants evidenced hereby are First S Warrants and, accordingly,
are exercisable only (i) during an Acceleration Event Period, (ii) to the extent
necessary to enable S or an Affiliate thereof to obtain shares of Common Stock
which it is required at such time to deliver upon the exchange, exercise or
conversion of an outstanding Derivative S Security held by a Non-S Person during
a Derivative Exercise Period (to the extent either such period in (i) or (ii)
occurs prior to the Expiration Time of the Warrants evidenced hereby) or (iii)
during the European Exercise Period, at the Exercise Price set forth on the face
hereof, subject to adjustment, as hereinafter referred to. The holder of
Warrants evidenced by this Warrant Certificate may exercise them by surrendering
the Warrant Certificate, with the form of election to purchase set forth hereon
properly completed and executed, together with payment of the Exercise Price and
delivery of any other documents required by the Warrant Agreement at the Warrant
Agent Office. 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
4
of Warrants not exercised. Except as otherwise expressly provided in the Warrant
Agreement, no adjustment shall be made for any cash dividends on any Shares
issuable upon exercise of this Warrant.
No Warrant may be exercised after its Expiration Time.
The Warrant Agreement provides that, upon the occurrence of certain
events, the Exercise Price set forth on the face hereof may, subject to certain
conditions, be adjusted. If the Exercise Price is adjusted, the Warrant
Agreement provides that, at the election of the Company and except as otherwise
provided therein, either (i) the number of Shares purchasable upon the exercise
of each Warrant shall be adjusted or (ii) each outstanding Warrant shall be
adjusted to become a different number of Warrants. In the latter event, the
Company will cause to be distributed to registered holders of Warrant
Certificates either Warrant Certificates representing the additional Warrants
issuable pursuant to the adjustment, or substitute Warrant Certificates to
replace all outstanding Warrant Certificates. Notwithstanding the foregoing, no
adjustment to such number of Shares or Warrants shall be made upon the
occurrence of a Spinoff Distribution if Spinoff Warrants are issued in
connection therewith to the registered holder hereof.
The Company shall not be required to issue fractions of Warrants or
fractions of Shares or any certificates which evidence fractional Warrants or
fractional Shares. In lieu of such fractional Warrants and fractional Shares
there shall be paid to the registered holders of the Warrant Certificates with
regard to which such fractional Warrants or fractional Shares would otherwise be
issuable an amount in cash determined pursuant to the Warrant Agreement.
Warrant Certificates, when surrendered at the Warrant Agent Office, by
the registered holder thereof in person or by legal representative or by
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.
5
Upon due presentment for registration of transfer of this Warrant
Certificate at the Warrant Agent Office, 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 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 hereof as the absolute owner of this Warrant Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the
purpose of any exercise hereof and for all other purposes, and neither the
Company nor the Warrant Agent shall be affected by any notice to the contrary.
6
[Form of 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 purchase ..... Shares and herewith
tenders payments for such Shares in the amount of $........... in accordance
with the terms hereof. The undersigned requests that a certificate representing
such Shares be registered in the name of ........................ whose address
is ........... ......................... and that such certificate be delivered
to ...................... whose address is .................. If said number of
Shares is less than all the Shares purchasable hereunder, the undersigned
requests that a new Warrant Certificate representing the balance of the Shares
be registered in the name of .............. whose address is ............. and
that such Warrant Certificate be delivered to ................................
whose address is .............................................................
Any cash payments to be paid in lieu of a fractional Share should be made to
......................... whose address is ................... and the check
representing payment thereof should be delivered to .................... whose
address is ..............................
Dated: .........., 19..
[Social Security Box]
Name of holder of Warrant Certificate:
......................................
(Please print)
Address: .............................
.............................
Signature: ...........................
Note: The above signature must
correspond with the name as
written upon the face of
this Warrant Certificate in
every particular, without
alteration or enlargement
or any change whatever and
if the certificate repre-
senting the Shares is to be
registered in a name other
than that in which this
7
Warrant Certificate is
registered, the signature
of the holder hereof must
be guaranteed.
Signature Guaranteed:
8
[Form of Assignment]
For value received ..................... hereby sells, assigns and
transfers unto ....................... all right, title and interest in the
within Warrant Certificate with respect to ............... Shares, and does
hereby irrevocably constitute and appoint ....................... attorney, to
transfer said Warrant Certificate on the books of the within-named Company, with
full power of substitution in the premises.
Dated: ................, 19__.
................................
Note: The above signature must
correspond with the name as
written upon the face of
this Warrant Certificate in
every particular, without
alteration or enlargement
or any change whatever.
Signature Guaranteed:
9
These Warrants and any shares of capital stock or other securities issuable upon
the exercise of these Warrants have not been registered under the Securities Act
of 1933, as amended, or the securities laws of any state. The sale, pledge,
hypothecation or other transfer of these Warrants and such shares or other
securities is subject to compliance with applicable securities laws.
The sale, pledge, hypothecation or other transfer of these Warrants and such
shares or other securities is also subject to certain restrictions contained
in the Agreement, dated as of April 6, 1995 (the "Redemption Agreement"), among
E.I. du Pont de Nemours and Company, The Seagram Company Ltd. and JES
Developments, Inc. The holder of these Warrants by acceptance hereof agrees to
be bound by such restrictions. A copy of the Redemption Agreement is on file
with the Corporate Secretary of E.I. du Pont de Nemours and Company.
54,000,000 Warrants
Warrant Certificate
E.I. du Pont de Nemours and Company
This Warrant Certificate certifies that JES Developments, Inc., or
registered permitted assigns, is the registered holder of 54,000,000 Warrants
(the "Warrants") to purchase shares of Common Stock, $0.60 par value per share,
of E.I. du Pont de Nemours and Company, a Delaware corporation (the "Company").
Each Warrant entitles the holder to purchase from the Company one fully paid and
nonassessable share of Common Stock, $0.60 par value per share, of the Company
(the "Shares") at the initial exercise price (the "Exercise Price") of $101.14
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 (the "Warrant Agent Office"), subject to the conditions set
forth herein and in the Warrant Agreement. The Exercise Price and number of
Shares purchasable upon exercise of the Warrants are subject to adjustment upon
the occurrence of certain events set forth in the Warrant Agreement. Capitalized
terms used but not defined in this Warrant Certificate have the meanings
assigned to such terms in the Warrant Agreement.
The Warrants evidenced hereby are Second S Warrants and, accordingly,
are exercisable only (i) during an Acceleration Event Period, (ii) to the extent
necessary to enable S or an Affiliate thereof to obtain shares of Common Stock
which it is required at such time to deliver upon the exchange, exercise or
conversion of an outstanding Derivative S Security held by a Non-S Person during
a Derivative Exercise Period (to the extent either such period in (i) or (ii)
occurs prior to the Expiration Time of the Warrants evidenced hereby) or (iii)
during the European Exercise Period. No Warrant may be exercised after its
Expiration Time.
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.
2
This Warrant Certificate shall not be valid unless countersigned by
the Warrant Agent, as such term is used in the Warrant Agreement.
WITNESS the facsimile seal of the Company and the facsimile signatures
of its duly authorized officers.
Dated: April 6, 1995
E.I. du Pont de Nemours and Company
By /s/ Edgar S. Woolard, Jr.
--------------------------
Name: Edgar S. Woolard, Jr.
Title: Chairman of the Board
and Chief Executive
Officer
By /s/ Louise B. Lancaster
--------------------------
Name: Louise B. Lancaster
Title: Corporate Secretary
Countersigned:
Warco Transfer Corporation
as Warrant Agent
By /s/ Louise B. Lancaster
-----------------------------
Authorized Signature
3
[Reverse]
E.I. du Pont de Nemours and Company
The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants to purchase 156,000,000 shares of Common Stock,
$0.60 par value per share, of the Company, and are issued pursuant to the
Warrant Agreement dated as of April 6, 1995 (the "Warrant Agreement"), duly
executed and delivered by the Company to Warco Transfer Corporation, 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, limitations 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.
The Warrants evidenced hereby are Second S Warrants and, accordingly,
are exercisable only (i) during an Acceleration Event Period, (ii) to the extent
necessary to enable S or an Affiliate thereof to obtain shares of Common Stock
which it is required at such time to deliver upon the exchange, exercise or
conversion of an outstanding Derivative S Security held by a Non-S Person during
a Derivative Exercise Period (to the extent either such period in (i) or (ii)
occurs prior to the Expiration Time of the Warrants evidenced hereby) or (iii)
during the European Exercise Period, at the Exercise Price set forth on the face
hereof, subject to adjustment, as hereinafter referred to. The holder of
Warrants evidenced by this Warrant Certificate may exercise them by surrendering
the Warrant Certificate, with the form of election to purchase set forth hereon
properly completed and executed, together with payment of the Exercise Price and
delivery of any other documents required by the Warrant Agreement at the Warrant
Agent Office. 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 exer-
4
cised. Except as otherwise expressly provided in the Warrant Agreement, no
adjustment shall be made for any cash dividends on any Shares issuable upon
exercise of this Warrant.
No Warrant may be exercised after its Expiration Time.
The Warrant Agreement provides that, upon the occurrence of certain
events, the Exercise Price set forth on the face hereof may, subject to certain
conditions, be adjusted. If the Exercise Price is adjusted, the Warrant
Agreement provides that, at the election of the Company and except as otherwise
provided therein, either (i) the number of Shares purchasable upon the exercise
of each Warrant shall be adjusted or (ii) each outstanding Warrant shall be
adjusted to become a different number of Warrants. In the latter event,
the Company will cause to be distributed to registered holders of Warrant
Certificates either Warrant Certificates representing the additional Warrants
issuable pursuant to the adjustment, or substitute Warrant Certificates to
replace all outstanding Warrant Certificates. Notwithstanding the foregoing, no
adjustment to such number of Shares or Warrants shall be made upon the
occurrence of a Spinoff Distribution if Spinoff Warrants are issued in
connection therewith to the registered holder hereof.
The Company shall not be required to issue fractions of Warrants or
fractions of Shares or any certificates which evidence fractional Warrants or
fractional Shares. In lieu of such fractional Warrants and fractional Shares
there shall be paid to the registered holders of the Warrant Certificates with
regard to which such fractional Warrants or fractional Shares would otherwise be
issuable an amount in cash determined pursuant to the Warrant Agreement.
Warrant Certificates, when surrendered at the Warrant Agent Office, by
the registered holder thereof in person or by legal representative or by
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.
5
Upon due presentment for registration of transfer of this Warrant
Certificate at the Warrant Agent Office, 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 in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
without change 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 hereof as the absolute owner of this Warrant Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the
purpose of any exercise hereof and for all other purposes, and neither the
Company nor the Warrant Agent shall be affected by any notice to the contrary.
6
[Form of 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 purchase ..... Shares and herewith
tenders payments for such Shares in the amount of $ ........ in accordance with
the terms hereof. The undersigned requests that a certificate representing such
Shares be registered in the name of ......... whose address is ...............
and that such certificate be delivered to ............ whose address is
................. If said number of Shares is less than all the Shares
purchasable hereunder, the undersigned requests that a new Warrant Certificate
representing the balance of the Shares be registered in the name of ............
whose address is ................. and that such Warrant Certificate be
delivered to .................... whose address is .................. Any cash
payments to be paid in lieu of a fractional Share should be made to
.............. whose address is ................. and the check representing
payment thereof should be delivered to ................. whose address is
................
Dated: ................., 19..
[Social Security Box]
Name of holder of Warrant Certificate:
......................................
(Please print)
Address: .............................
.............................
Signature: ...........................
Note: The above signature must
correspond with the name as
written upon the face of
this Warrant Certificate in
every particular, without
alteration or enlargement
or any change whatever and
if the certificate repre-
senting the Shares is to be
registered in name other
than that in which this
7
Warrant Certificate is
registered, the signature
of the holder hereof must
be guaranteed.
Signature Guaranteed:
8
[Form of Assignment]
For value received ................ hereby
sells, assigns and transfers unto ....................
all right, title and interest in the within Warrant
Certificate with respect to ......... Shares, and does hereby
irrevocably constitute and appoint ........................
attorney, to transfer said Warrant Certificate on the
books of the within-named Company, with full power of
substitution in the premises.
Dated: ........, 19__.
..................................
Note: The above signature must
correspond with the name as
written upon the face of
this Warrant Certificate in
every particular, without
alteration or enlargement
or any change whatever.
Signature Guaranteed:
9
These Warrants and any shares of capital stock or other securities issuable upon
the exercise of these Warrants have not been registered under the Securities Act
of 1933, as amended, or the securities laws of any state. The sale, pledge,
hypothecation or other transfer of these Warrants and such shares or other
securities is subject to compliance with applicable securities laws.
The sale, pledge, hypothecation or other transfer of these Warrants and such
shares or other securities is also subject to certain restrictions contained in
the Agreement, dated as of April 6, 1995 (the "Redemption Agreement"), among
E.I. du Pont de Nemours and Company, The Seagram Company Ltd. and JES
Developments, Inc. The holder of these Warrants by acceptance hereof agrees to
be bound by such restrictions. A copy of the Redemption Agreement is on file
with the Corporate Secretary of E.I. du Pont de Nemours and Company.
54,000,000 Warrants
Warrant Certificate
E.I. du Pont de Nemours and Company
This Warrant Certificate certifies that JES Developments, Inc., or
registered permitted assigns, is the registered holder of 54,000,000 Warrants
(the "Warrants") to purchase shares of Common Stock $0.60 par value per share,
of E.I. du Pont de Nemours and Company, a Delaware corporation (the "Company").
Each Warrant entitles the holder to purchase from the Company one fully paid and
nonassessable share of Common Stock, $0.60 par value per share, of the Company
(the "Shares") at the initial exercise price (the "Exercise Price") of $113.63
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 (the "Warrant Agent Office"), subject to the conditions set
forth herein and in the Warrant Agreement. The Exercise Price and number of
Shares purchasable upon exercise of the Warrants are subject to adjustment upon
the occurrence of certain events set forth in the Warrant
Agreement. Capitalized terms used but not defined in this Warrant Certificate
have the meanings assigned to such terms in the Warrant Agreement.
The Warrants evidenced hereby are Third S Warrants and, accordingly, are
exercisable only (i) during an Acceleration Event Period, (ii) to the extent
necessary to enable S or an Affiliate thereof to obtain shares of Common Stock
which it is required at such time to deliver upon the exchange, exercise or
conversion of an outstanding Derivative S Security held by a Non-S Person during
a Derivative Period (to the extent either such period in (i) or (ii) occurs
prior to the Expiration Time of the Warrants evidenced hereby) of (iii) during
the European Exercise Period. No Warrant may be exercised after its Expiration
Time.
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.
WITNESS the facsimile seal of the Company and the facsimile signatures
of its duly authorized officers.
Dated: April 6, 1995
E.I. du Pont de Nemours and Company
By /s/ Edgar S. Woolard, Jr.
-------------------------
Name: Edgar S. Woolard, Jr.
Title: Chairman of the Board
and Chief Executive
Officer
By /s/ Louise B. Lancaster
-------------------------
Name: Louise B. Lancaster
Title: Corporate Secretary
Countersigned:
Warco Transfer Corporation
as Warrant Agent
By /s/ Louise B. Lancaster
-------------------------
Authorized Signature
3
[Reverse]
E.I. du Pont de Nemours and Company
The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants to purchase 156,000,000 shares of Common Stock,
$0.60 par value per share, of the company, and are issued pursuant to the
Warrant Agreement dated as of April 6, 1995 (the "Warrant Agreement"), duly
executed and delivered by the Company to Warco Transfer Corporation, 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 of registered holder)
of the Warrants.
The Warrants evidenced hereby are Third S Warrants and, accordingly,
are exercisable only (i) during an Acceleration Event Period, (ii) to the extent
necessary to enable S or an Affiliate thereof to obtain shares of Common Stock
which it is required at such time to deliver upon the exchange, exercise or
conversion of an outstanding Derivative S Security held by a Non-S Person during
a Derivative Exercise Period (to the extent either such period in (i) or (ii)
occurs prior to the Expiration Time of the Warrants evidenced hereby) or (iii)
during the European Exercise Period, at the Exercise Price set forth on the face
hereof, subject to adjustment, as hereinafter referred to. The holder of
Warrants evidenced by this Warrant Certificate may exercise them by surrendering
the Warrant Certificate, with the form of election to purchase set forth hereon
properly completed and executed, together with payment of the Exercise Price and
delivery of any other documents required by the Warrant Agreement at the Warrant
Agent Office. 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 exer-
4
cised. Except as otherwise expressly provided in the Warrant Agreement, no
adjustment shall be made for any cash dividends on any Shares issuable upon
exercise of this Warrant.
No Warrant may be exercised after its Expiration Time.
The Warrant Agreement provides that, upon the occurrence of certain
events, the Exercise Price set forth on the face hereof may, subject to certain
conditions, be adjusted. If the Exercise Price is adjusted, the Warrant
Agreement provides that, at the election of the Company and except as otherwise
provided therein, either (i) the number of Shares purchasable upon the exercise
of each Warrant shall be adjusted or (ii) each outstanding Warrant shall be
adjusted to become a different number of Warrants. In the latter event, the
Company will cause to be distributed to registered holders of Warrant
Certificates either Warrant Certificates representing the additional Warrants
issuable pursuant to the adjustment, or substitute Warrant Certificates to
replace all outstanding Warrant Certificates. Notwithstanding the foregoing, no
adjustment to such number of Shares or Warrants shall be made upon the
occurrence of a Spinoff Distribution if Spinoff Warrants are issued in
connection therewith to the registered holder hereof.
The Company shall not be required to issue fractions of Warrants or
fractions of Shares or any certificates which evidence fractional Warrants or
fractional Shares. In lieu of such fractional Warrants and fractional Shares
there shall be paid to the registered holders of the Warrant Certificates with
regard to which such fractional Warrants or fractional Shares would otherwise
be issuable an amount in cash determined pursuant to the Warrant Agreement.
Warrant Certificates, when surrendered at the Warrant Agent Office, by
the registered holder thereof in person or by legal representative or by
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.
5
Upon due presentment for registration of transfer of this Warrant
Certificate at the Warrant Agent Office, 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 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 hereof as the absolute owner of this Warrant Certificate (notwithstanding
any notation or ownership or other writing hereon made by anyone), for the
purpose of any exercise hereof and for all other purposes, and neither the
Company not the Warrant Agent shall be affected by any notice to the contrary.
6
[Form of 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 purchase ...... Shares and herewith
tenders payments for such Shares in the amount of $....... in accordance with
the terms hereof. The undersigned requests that a certificate representing such
Shares be registered in the name of ............... whose address is ...........
and that such certificate be delivered to .................... whose address is
................. If said number of Shares is less than all the Shares
purchasable hereunder, the undersigned requests that a new Warrant Certificate
representing the balance of the Shares be registered in the name of ............
whose address is ................... and that such Warrant Certificate be
delivered to .................... whose address is ..................... Any
cash payments to be paid in lieu of a fractional Share should be made to .......
............. whose address is .................... and the check representing
payment thereof should be delivered to ................ whose address is........
...............
Dated:..................., 19..
[Social Security Box]
Name of holder of Warrant Certificate:
......................................
(Please print)
Address: .............................
.............................
Signature: ...........................
Note: The above signature must
correspond with the name
as written upon the face
of this Warrant Certifi-
cate in every particular,
without alteration or
enlargement or any change
whatever and if the cer-
tificate representing the
Shares is to be registered
in a name other than that
in which this
7
Warrant Certificate is
registered, the signature
of the holder hereof must
be guaranteed.
Signature Guaranteed:
8
[Form of Assignment]
For value received ................ hereby
sells, assigns and transfers unto ..................
all right, title and interest in the within Warrant
Certificate with respect to ..... Shares, and does
hereby irrevocably constitute and appoint .........
attorney, to transfer said Warrant Certificate on the
books of the within-named Company, with full power of
substitution in the premises.
Dated: .........., 19__.
. . . . . . . . . . . . . . . . . .
Note: The above signature must
correspond with the name as
written upon the face of
this Warrant Certificate in
every particular, without
alteration or enlargement
or any change whatever.
Signature Guaranteed:
9