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Exhibit 4.3
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES
LAW AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION UNDER THE ACT OR AN OPINION OF COUNSEL THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE ACT AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. SUCH
SECURITIES ARE SUBJECT TO THE RESTRICTIONS SPECIFIED IN THE LOCK-UP AGREEMENT
DATED AS OF _______ ___, 199__, AMONG CENTURY BUSINESS SERVICES, INC., FORMERLY
KNOWN AS INTERNATIONAL ALLIANCE SERVICES, INC., AND THE INITIAL HOLDER OF
SECURITIES NAMED THEREIN, A COPY OF WHICH WILL BE FURNISHED WITHOUT CHARGE TO
THE HOLDER HEREOF UPON WRITTEN REQUEST, AND THE HOLDER OF THIS CERTIFICATE
AGREES TO BE BOUND THEREBY.
No. _______
SERIES __ WARRANT CERTIFICATE
To Purchase ________ Shares of Common Stock of:
CENTURY BUSINESS SERVICES, INC.
THIS IS CERTIFY THAT ___________________ (the "Holder") or Holder's
registered assigns, is entitled to purchase from CENTURY BUSINESS SERVICES,
INC., a Delaware corporation (the "Company"), up to _________ shares of the
Company's common stock, par value $.01 share (the "Common Stock"), on the terms
and conditions hereinafter set forth.
1. GRANT OF WARRANT
1.1 GRANT. The Company hereby grants the Holder Series ___ warrants to
purchase ________ shares of Common Stock at a purchase price of $_________ per
share (as adjusted from time to time pursuant to Section 2 herein, the "Warrant
Price"), exercisable in whole or in part at any time and from time to time from
__________________ (the "Issue Date") until 6:00 p.m. on the date three years
after the Issue Date or, if such date is not a regular business day, on the next
occurring regular business day (as adjusted from time to time pursuant to
Section 2 hereof, the "Warrants" and the shares to be issued upon the exercise
thereof are "Warrant Shares").
1.2 SHARES TO BE ISSUED; RESERVATION OF SHARES. The Company covenants and
agrees that (a) all Warrant Shares, upon issuance in accordance with the terms
hereof, and the payment of the purchase price therefor, will be duly authorized,
validly issued and outstanding, fully paid and non-assessable, and free from all
taxes, liens and charges with respect to the issuance thereof other
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than those created by or arising through Holder, (b) the Company will from time
to time take all actions necessary to assure that the par value per share of the
Common Stock is at all times equal to or less than the applicable Warrant Price,
and (c) the Company will at all times during the exercise period have authorized
and reserved sufficient shares of Common Stock to provide for the exercise of
the Warrants in full.
2. ADJUSTMENTS TO WARRANT RIGHTS. The number of Warrant Shares for which
Warrants are exercisable, and the Warrant Price of such shares shall be subject
to adjustment from time to time as set forth in this Section 2. The Company
shall give Holder notice any event described below which requires an adjustment
pursuant to this Section 2 within 60 days after such event.
2.1 STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS. If at any time the
Company shall:
2.1.1 take a record of the holders of its Common Stock for the purpose
of entitling them to receive a dividend payable in, or other distribution
of, additional shares of Common Stock,
2.1.2 subdivide its outstanding shares of Common Stock into a larger
number of shares of Common Stock, or
2.1.3 combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock,
then (i) the number of Warrant Shares for which a Warrant is exercisable
immediately prior to the occurrence of any such event shall be adjusted to equal
the number of shares of Common Stock which a record holder of the same number of
shares of Common Stock for which a Warrant is exercisable immediately prior to
the occurrence of such event would own or be entitled to receive after the
happening of such event and (ii) the Warrant Price immediately prior to the
occurrence of such event shall be adjusted to equal the product of the Warrant
Price multiplied by a fraction, the numerator of which shall be the number of
Warrant Shares for which a Warrant is exercisable immediately prior to the
adjustment and the denominator of which shall be the number of Warrant Shares
for which a Warrant is exercisable immediately after such adjustment.
2.2 OTHER DIVIDENDS AND DISTRIBUTIONS. If the Company shall make or fix a
record date for the holders of Common Stock entitled to receive a dividend or
other distribution payable in securities of the Company other than shares of
Common Stock, then lawful and adequate provision shall be made so that Holder
shall be entitled to receive upon exercise of the Warrants, for the aggregate
Warrant Price in effect prior thereto, in addition to the number of Warrant
Shares immediately theretofore issuable upon exercise of the Warrants, the kind
and number of securities of the Company which Holder would have owned and been
entitled to receive had the Warrants been exercised immediately prior to that
date (pro rated in the case of any partial exercise).
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2.3 RECLASSIFICATION, EXCHANGE AND SUBSTITUTION. If the Common Stock is
changed into the same or a different number of shares of any class or classes of
stock, whether by reclassification, exchange, substitution or otherwise (other
than a subdivision or combination of shares or stock dividend or a
reorganization, merger, consolidation or sale of assets, provided for elsewhere
in this Section 2) then the Holder of the Warrants shall be entitled to receive
upon exercise of the Warrants, in lieu of the Warrant Shares immediately thereto
issuable upon exercise of the Warrants, for the aggregate Warrant Price in
effect prior thereto, the kind and amount of stock and other securities and
property receivable upon such reclassification, exchange, substitution or other
change, which Holder would have been entitled to receive had the Warrants been
exercised immediately prior to such reclassification, exchange, substitution or
change (pro rated in the case of any partial exercise).
2.4 REORGANIZATIONS, MERGERS, CONSOLIDATIONS OR SALES OF ASSETS. If any of
the following transactions (each, a "Special Transaction") shall become
effective: (a) a capital reorganization (other than a recapitalization, stock
dividend, subdivision, combination, reclassification, substitution or exchange
of shares provided for elsewhere in this Section 2), (b) a consolidation or
merger of the Company with and into another entity (where the Company is not the
surviving corporation or where there is a change in, or distribution with
respect to, the Common Stock), or (c) a sale or conveyance of all or
substantially all of the Company's assets, then, as a condition of the Special
Transaction, lawful and adequate provision shall be made so that Holder shall
thereafter have the right to purchase and receive upon exercise of the Warrants,
in lieu of the Warrant Shares immediately theretofore issuable upon exercise of
the Warrants, for the aggregate Warrant Price in effect immediately prior to
such consummation, such shares of stock, other securities, cash or other assets
("Other Property") as may be issued or payable in, and pursuant to, the terms of
such Special Transaction to the holders of shares of Common Stock for which such
Warrants could have been exercised immediately prior to such Special Transaction
(pro rated in the case of any partial exercise). In connection with any Special
Transaction, appropriate provision shall be made with respect to the rights and
interests of Holder to the end that the provisions of the Warrants (including
without limitation provisions for adjustment of the Warrant Price and the number
of Warrant Shares issuable upon the exercise of the Warrants), shall thereafter
be applicable, as nearly as may be practicable, to any Other Property thereafter
deliverable upon the exercise of the Warrants. The Company shall not effect any
Special Transaction unless prior to, or simultaneously with, the closing, the
successor entity (if other than the Company), if any, resulting from such
consolidation or merger or the entity acquiring such assets shall assume by a
written instrument executed and mailed by certified mail or delivered to Holder
at the address of Holder appearing on the books of the Company, the obligation
of the Company or such successor corporation to deliver to Holder such Other
Property, as in accordance with the foregoing provisions, which Holder shall
have the right to purchase.
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2.5 SALES BELOW CURRENT MARKET VALUE.
2.5.1 In the event the Company shall sell and issue shares of Common
Stock, or rights, options, warrants or convertible or exchangeable
securities containing the right to subscribe for or purchase shares of
Common Stock (excluding shares, rights, options, warrants or convertible or
exchangeable securities issued in any of the transactions described in
Sections 2.1, 2.2, 2.3 or 2.4 above) at a price per Warrant Share lower
than the Current Market Price (defined below), then the Warrant Price shall
be reduced to a price determined by multiplying the Warrant Price by a
fraction (i) the numerator of which shall equal the sum of (a) the number
of shares of Common Stock outstanding at the close of business on the date
immediately prior to the date of such issuance or sale, plus (b) the number
of shares of Common Stock that the aggregate consideration received by the
Company for the total number of shares of Common Stock, or rights, option,
warrants or convertible or exchangeable securities so issued would purchase
at the Warrant Price, and (ii) the denominator of which shall equal the
number of shares of Common Stock outstanding at the close of business on
the date of such issuance after giving effect to such issuance. For
purposes of this Agreement, Current Market Price shall mean, in respect of
any share of Common Stock on any date herein specified, (a) if there shall
then be a public market for the Common Stock, the average of the daily
market prices for 10 consecutive business days being (i) the last sale
price on such date on the Nasdaq National Market ("Nasdaq") or principal
stock exchange on which such Common Stock is then listed, (ii) if no sale
takes place on such day on any such exchange, the average of the last
reported closing bid and asked prices on such day as officially quoted on
Nasdaq or such principal exchange, (iii) if the Common Stock is not then
listed or admitted to trading on Nasdaq or any stock exchange, the average
of the last reported closing bid and asked prices on such day in the
over-the-counter market, as furnished by the quotation systems upon which
the Common Stock is then quoted, provided that such quotation systems are
operated by the National Association of Securities Dealers ("NASD") or its
affiliates or the National Quotation Bureau, Inc. or its affiliates, (iv)
if none of such entities at the time is engaged in the business of
reporting such prices, as furnished by any similar firm then engaged in
such business, or (v) if there is no such firm, as furnished by any member
of the NASD selected by the Company; or (b) at any time that there is no
public market for the Common Stock, the fair market value per share of
Common Stock on such date as determined in good faith by the Board of
Directors of the Company.
2.5.2 For the purpose of making any adjustment required under this
Section 2.5, the consideration received by the Company for any issue or
sale of securities shall (a) if it consists of cash, be computed at the net
amount of cash received by the Company after deduction of any expenses
payable by the Company and any underwriting or similar commissions,
compensation or concession in connection with such issue or sale, (b) if it
consists of property other than cash, be computed at the fair value of that
property as determined by the Company's Board of Directors in good faith,
(c) if such shares of Common Stock or rights, options, warrants or
convertible securities are issued or sold
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together with other stock or securities or other assets of the Company for
a consideration which covers both, be computed as that portion of the
consideration so received that may be reasonably determined by the Board of
Directors of the Company in good faith to be allocated to such shares of
Common Stock, or rights, options, warrants or convertible or exchangeable
securities, and (d) if the issuance shall be of such rights, options,
warrants or convertible or exchangeable securities, be determined by
dividing (x) the total amount receivable by the Company in consideration of
the sale and issuance of such rights, options, warrants or convertible or
exchangeable securities, plus the total consideration payable to the
Company upon exercise, conversion or exchange thereof by (y) the total
number of shares of Common Stock covered by such rights, options, warrants
or convertible or exchangeable securities.
2.5.3 Upon each adjustment of the Warrant Price per Warrant Share
pursuant to Section 2.5.1, the Warrants shall thereupon evidence the right
to purchase that number of shares of Common Stock (Calculated to the
nearest hundredth of a share) equal to (a) the product of (i) the number of
shares of Common Stock for which a Warrant is exercisable immediately prior
to such adjustment multiplied by (ii) the Warrant Price in effect
immediately prior to such adjustment divided by (b) the Warrant Price in
effect immediately after such adjustment.
2.5.4 No further adjustments under this Section 2.5 shall be made upon
the actual issuance of such Common Stock or upon exercise or conversion of
such warrants, rights, options or convertible or exchangeable securities
causing any adjustment under this Section 2.5.
2.6 LIQUIDATION. If the Company shall, at any time, prior to the expiration
of the Warrants, dissolve, liquidate or wind up its affairs, Holder shall have
the right, but not the obligation, to exercise the Warrants. Upon such exercise,
Holder shall have the right to receive, in lieu of the shares of Common Stock
that Holder otherwise would have been entitled to receive upon such exercise,
the same kind and amount of assets as would have been issued, distributed or
paid to Holder upon any such dissolution, liquidation or winding up with respect
to such shares of Common Stock had Holder been the holder of record of such
shares of Common Stock receivable upon exercise of the Warrants on the date for
determining those entitled to receive any such distribution. If any such
dissolution, liquidation or winding up results in any cash distribution in
excess of the Warrant Price, Holder may, at Holder's option, exercise the
Warrants without making payment of the applicable Warrant Price and, in such
case, the Company shall, upon distribution to Holder, consider the applicable
Warrant Price per Warrant Share to have been paid in full, and in making
settlement to Holder shall deduct an amount equal to the applicable Warrant
Price from the amount payable to Holder.
2.7 NOTICE. Whenever the Warrants or the number of Warrant Shares issuable
hereunder is to be adjusted as provided herein or a dividend or distribution (in
cash, stock or otherwise and including, without limitation, any distributions
under Section 2.6) is to be declared by the Company,
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or a definitive agreement with respect to a Special Transaction has been entered
into, the Company shall forthwith cause to be sent to the Holder at the last
address of the Holder shown on the books of the Company, by first-class mail,
postage prepaid, at least ten (10) days prior to the record date specified in
(a) below or at least twenty (20) days before the date specified in (b) below, a
notice stating in reasonable detail the relevant facts and any resulting
adjustments and the calculation thereof, if applicable, and stating (if
applicable):
2.7.1 the date to be used to determine (a) which holders of Common
Stock will be entitled to receive notice of such dividend, distribution,
subdivision or combination the ("Record Date"), and (b) the date as of
which such dividend, distribution, subdivision or combination shall be
made; or, if a record is not to be taken, the date as of which the holders
of Common Stock of record to be entitled to such dividend, distribution,
subdivision or combination are to be determined (provided, that in the
event the Company institutes a policy of declaring cash dividends on a
periodic basis, the Company need only provide the relevant information
called for in this Section 2.7.1 with respect to the first cash dividend
payment to be made pursuant to such policy and thereafter provide only
notice of any changes in the amount or the frequency of any subsequent
dividend payments), or
2.7.2 the date on which a Special Transaction is expected to become
effective, and the date as of which it is expected that holders of Common
Stock of record shall be entitled to exchange their shares of Common Stock
for securities or other property deliverable upon consummation of the
Special Transaction (the "Exchange Date").
2.8 FRACTIONAL INTERESTS. The Company shall not be required to issue
fractions of shares of Common Stock upon the exercise of a Warrant. If any
fraction of a share of Common Stock would be issuable upon the exercise of a
Warrant, the Company shall, upon such issuance, purchase such fraction for an
amount in cash equal to the current value of such fraction, computed on the
basis of the Current Market Price on the last business day prior to the date of
exercise.
2.9 EFFECT OF ALTERNATIVE SECURITIES. If at any time, as a result of an
adjustment made pursuant to this Section 2, Holder shall become entitled to
receive any securities of the Company other than shares of Common Stock, then
the number of such other securities receivable upon exercise of the Warrants
shall be subject to adjustment from time to time on terms as nearly equivalent
as practicable to the provisions with respect to shares of Common Stock
contained in this Section 2.
2.10 SUCCESSIVE APPLICATION. The provisions of this Section 2 shall
similarly apply from time to time to successive events covered by this
Section 2.
2.11 WHEN ADJUSTMENTS ARE TO BE MADE. The adjustments required by this
Section 2 shall be made whenever and as often as any specified event requiring
an adjustment shall occur, except that any adjustment to the number of shares
for which the Warrants are exercisable that would otherwise be required may be
postponed (except in the case of a subdivision or combination of shares of the
Common Stock, as provided for in Section 2.1) up to, but not beyond, the date
and time
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of exercise of any Warrants if such adjustment either by itself or with other
adjustments not previously made adds or subtracts less than 1% to the number of
shares of Common Stock for which the Warrants initially issued pursuant to this
Agreement are exercisable immediately prior to the making of such adjustment.
Any adjustment representing a change of less than such minimum amount (except as
aforesaid) which is postponed shall be carried forward and made as soon as such
adjustment, together with other adjustments required by this Section 2 and not
previously made, would result in a minimum adjustment or on the date of
exercise. For the purpose of any adjustment, any specified event shall be deemed
to have occurred at the close of business on the date of its occurrence.
2.12 WHEN ADJUSTMENT NOT REQUIRED. If the Company shall take a record of
the holders of its Common Stock for the purpose of entitling them to receive a
dividend or distribution or subscription or purchase rights and shall,
thereafter and before the distribution to stockholders thereof, legally abandon
its plan to pay or deliver such dividend, distribution, subscription or purchase
rights, then thereafter no adjustment shall be required by reason of the making
of such record and any such adjustment previously made in respect thereof shall
be rescinded and annulled.
2.13 SUPERSEDING ADJUSTMENT. If, at any time after any adjustment of the
Warrant Price shall have been made pursuant to Section 2.6 as the result of any
issuance of warrants, options, rights or convertible or exchangeable securities,
and such warrants, options or rights, or the right of conversion or exchange in
such other convertible or exchangeable securities, shall expire, and all or a
portion of such warrants, options or rights, or the right of conversion or
exchange with respect to all or a portion of such warrants, options or rights,
or the right of conversion or exchange with respect to all or a portion of such
other convertible or exchangeable securities, as the case may be, shall not have
been exercised, then such previous adjustment shall be rescinded and annulled
and, if applicable, the Warrant Price shall be recalculated as if all such
expired and unexercised warrants, options, rights or convertible or exchangeable
securities had never been issued.
3. EXERCISE
3.1 EXERCISE OF WARRANT.
3.1.1 Holder may exercise a Warrant by (i) surrendering this Warrant
Certificate, with the form of exercise notice attached hereto as Exhibit 1 duly
executed by Holder, and (ii) making payment to the Company of the aggregate
Warrant Price for the applicable Warrant Shares in cash, by certified check,
bank check or wire transfer to an account designated by the Company. Upon any
partial exercise of the Warrants, the Company, at its expense, shall promptly
issue to Holder for its surrendered Warrant Certificate a replacement Warrant
Certificate identical in all respects to this Warrant Certificate, except that
the number of Warrant Shares shall be reduced accordingly.
3.2.1 Each person in whose name any Warrant Share certificate is issued
upon exercise of any Warrants shall for all purposes be deemed to have become
the holder of record of
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the Warrant Shares for which such Warrant was exercised, and such Warrant Share
certificate shall be dated the date upon which the Warrant exercise notice was
duly surrendered and payment of the purchase price was tendered to the Company.
3.2 ISSUANCE OF WARRANT SHARES. The Warrant Shares purchased shall be
issued to the holder exercising the Warrants as of the close of business on the
date on which all actions and payments required to be taken or made by Holder,
pursuant to Section 3.1, shall have been so taken or made. Certificates for the
Warrant Shares so purchased shall be delivered to Holder within 10 days after
the Warrants are surrendered.
4. RIGHTS OF HOLDER
4.1 RIGHTS PRIOR TO EXERCISE. Holder shall not, solely by virtue of the
Warrants and prior to the issuance of the Warrant Shares upon due exercise
thereof, be entitled to any rights of a shareholder in the Company.
4.2 ISSUANCE OF WARRANT SHARES. The Company shall not by any action
including, without limitation, amending its certificate of incorporation or
through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of the Warrants,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such actions as may be necessary or appropriate to
protect the rights of Holder against impairment. Without limiting the generality
of the foregoing, the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock upon the exercise of the Warrants and (b)
use its best efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof as may be necessary
to enable the company to perform its obligations with respect to the Warrants.
Upon the request of Holder, the Company will at any time during the period
this Warrant is outstanding acknowledge in writing, in form satisfactory to
Holder, the continuing validity of the Warrants and the obligations of the
Company hereunder.
5. TRANSFERABILITY
Holder may sell, assign, transfer or otherwise dispose of all or any
portion of the Warrants or the Warrant Shares acquired upon any exercise hereof
at any time and from time to time. Upon the sale, assignment, transfer or other
disposition of all or any portion of the Warrants, Holder shall deliver to
Company a written notice of such in the form attached hereto as Exhibit 2 duly
executed by Holder which includes the identity and address of any purchaser,
assignor or transferee.
6. LEGEND ON WARRANT SHARES
Certificates evidencing the Warrant Shares will bear the following legend
until such time as
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the Warrant Shares are duly registered for resale:
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY APPLICABLE
STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED
OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT OR AN OPINION
OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT AND THE
RULES AND REGULATIONS PROMULGATED THEREUNDER OR UNDER APPLICABLE STATE
SECURITIES LAWS. SUCH SECURITIES ARE SUBJECT TO THE RESTRICTIONS SPECIFIED
IN THE LOCK-UP AGREEMENT DATED AS OF APRIL 3, 1997, AMONG CENTURY BUSINESS
SERVICES, INC. (FORMERLY KNOWN AS INTERNATIONAL ALLIANCE SERVICES, INC.)
AND THE INITIAL HOLDER OF SECURITIES NAMED THEREIN, A COPY OF WHICH WILL BE
FURNISHED WITHOUT CHARGE TO THE HOLDER HEREOF UPON WRITTEN REQUEST, AND THE
HOLDER OF THIS CERTIFICATE AGREES TO BE BOUND THEREBY.
7. MISCELLANEOUS
7.1 NOTICES. All notices, requests, demands, claims, and other
communications hereunder shall be in writing and shall be delivered by
certified or registered mail (first class, postage prepaid), or guaranteed
overnight delivery, to the Company at the address at which its principal
business office is located from time to time, and Holder at the address of
which it advises the Company in writing.
7.2 PAYMENT OF TAXES. The Company shall pay all expenses in connection
with, and all taxes and other governmental charges that may be imposed with
respect to, the issuance or delivery of Warrant Shares, unless such tax or
charge is imposed by law upon Holder, in which case such taxes or charges
shall be paid by Holder. The Company shall not be required, however, to pay
any tax or other charge imposed in connection with any transfer involved in
the issue of any certificate for Warrant Shares in any name other than that
of Holder, and in such case the Company shall not be required to issue or
deliver any stock certificate until such tax or other charge has been paid
or it has been established to the satisfaction of the Company that no such
tax or other charge is due.
7.3 AMENDMENT; WAIVER. This Warrant Certificate may not be modified,
amended, supplemented, canceled or discharged, except by written instrument
executed by the Company and Holder. No failure to exercise, and no delay in
exercising, any right, power or privilege under this Warrant Certificate
shall operate as a waiver, nor shall any single or partial exercise of any
right, power or privilege hereunder preclude the exercise of any other
right, power or privilege. No waiver of any breach of any provision shall
be deemed to be a waiver of any preceding or succeeding breach of the same
or any other
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provision, nor shall any waiver be implied from any course of dealing
between the Company and Holder. No extension of time for performance of any
obligations or other acts hereunder or under any other agreement shall be
deemed to be an extension of time for performance of any other obligations
or any other acts.
7.4 HEADINGS. The headings contained in this Warrant Certificate are
for convenience of reference only and are not to be given any legal effect
and shall not affect the meaning or interpretation of this Warrant
Certificate.
7.5 GOVERNING LAW; INTERPRETATION. This Warrant Certificate shall be
construed in accordance with and governed for all purposes by the laws of the
State of Delaware.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed and delivered in exchange for Warrant Certificate B-19 on
February 9, 1998.
CENTURY BUSINESS SERVICES, INC.
By:
-------------------------------
Name:
Title: Executive Vice President
ATTEST:
- -------------------------------
Corporate Secretary
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EXHIBIT 1
EXERCISE NOTICE
[To be executed only upon exercise of Warrant]
The undersigned registered owner of this Warrant irrevocably exercises this
Warrant for the purchase of the number of shares of Common Stock of
International Alliance Services, Inc. as is set forth below, and herewith makes
payment therefor, all at the price and on the terms and conditions specified in
the attached Warrant Certificate and requests that certificates for the shares
of Common Stock hereby purchased (and any securities or other property issuable
upon such exercise) be issued in the name of and delivered to the person
specified below whose address is set forth below, and, if such shares of Common
Stock shall not include all of the shares of Common Stock now and hereafter
issuable as provided in the attached Warrant Certificate, then International
Alliance Services, Inc. shall, at its own expense, promptly issue to the
undersigned a new Warrant Certificate of like tenor and date for the balance of
the shares of Common Stock issuable thereunder.
Date:
-------------------
Amount of Shares Purchased:
-------------------
Aggregate Purchase Price: $
------------------
Printed Name of Registered Holder:
---------------------------
Signature of Registered Holder:
------------------------------
NOTICE: The signature on this Exercise Notice must correspond with
the name as written upon the face of the attached Warrant
Certificate in every particular, without alteration or
enlargement or any change whatsoever.
Stock Certificates to be issued and registered in the following name, and
delivered to the following address:
-------------------------------
(Name)
-------------------------------
(Street Address)
-------------------------------
(City) (State) (Zip Code)
12
EXHIBIT 2
ASSIGNMENT NOTICE
[To be executed only upon transfer of Warrant]
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto the person named below, whose address is set forth below, the rights
represented by the attached Warrant Certificate to purchase the number of shares
of the Common Stock of Century Business Services, Inc. ("CBIZ") as is set forth
below, to which the attached Warrant Certificate relates, and appoints
________________________________ attorney to transfer such rights on the books
of CBIZ with full power of substitution in the premises. If such shares of
Common Stock of CBIZ shall not include all of the shares of Common Stock now and
hereafter issuable as provided in the attached Warrant Certificate, then CBIZ,
at its own expense, shall promptly issue to the undersigned a new Warrant of
like tenor and date for the balance of the Common Stock issuable thereunder.
Date:
-------------------
Amount of Warrants Transferred:
----------------------
Printed Name of Registered Holder:
-------------------
Signature of Registered Holder:
---------------------
NOTICE: The signature on this Assignment Notice must correspond with
the name as written upon the face of the attached Warrant
Certificate in every particular, without alteration or
enlargement or any change whatsoever.
The Warrant Certificate for transferred Warrants is to be issued and
registered in the following name, and delivered to the following address:
-------------------------------
(Name)
-------------------------------
(Street Address)
-------------------------------
(City) (State) (Zip Code)