EXHIBIT 6
Form of Warrant Certificate
[Face of Warrant Certificate]
EXERCISABLE ON OR AFTER THE DATE OF THIS CERTIFICATE AND
PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON JANUARY 10, 2011 AND
ONLY IF COUNTERSIGNED BY THE WARRANT AGENT
NTL INCORPORATED
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
No. NIW _____ CUSIP No. 62940M 13 8 __________ Warrants
SERIES A WARRANTS
This certifies that __________________________, or registered
assigns, is the registered holder of ____________ Series A warrants (the
"Warrants"), to purchase shares of common stock, par value $0.01 per share,
together with associated preferred stock purchase rights (the "Common Stock"),
of NTL Incorporated, a Delaware corporation (the "Company"). Each Warrant
entitles the holder upon exercise at any time on or after the date of this
Warrant Certificate and prior to 5:00 p.m., New York City Time, on January 10,
2011 to receive from the Company one fully paid and nonassessable share of
Common Stock (each a "Warrant Share") for each Warrant at the initial exercise
price (the "Exercise Price") of $309.88 per share payable (i) in United States
dollars or (ii) by certified or official bank check for United States Dollars
made payable to the order of "NTL Incorporated". In lieu of payment of the
aggregate Exercise Price as aforesaid and subject to applicable law, the
holder of a Warrant may request the payment by the Company of the "Spread",
which shall, subject to Section 14 of the Series A Warrant Agreement, dated as
of January 10, 2003, by and between the Company and Continental Stock Transfer &
Trust Company, as Warrant Agent (the "Warrant Agreement"), be delivered by the
Company by delivering to such Warrant holder a number of shares of Common
Stock equal to (a)(i) the product of (x) the current market price per share of
Common Stock (as of the date of receipt of the request to the Company),
multiplied by (y) the number of Warrant Shares underlying the Warrants being
exercised, minus (ii) the product of (x) the Exercise Price, multiplied by (y)
the number of Warrant Shares underlying the Warrants being exercised, divided
by (b) the current market price per share of Common Stock (as of the date of
receipt of the request to the Company). The Exercise Price and number of
Warrant Shares issuable upon exercise of the Warrants are subject to
adjustment upon the occurrence of certain events set forth in the Warrant
Agreement. No Warrant may be exercised after 5:00 p.m., New York City Time, on
January 10, 2011, and to the extent not exercised by such time such Warrants
shall become void. This Warrant Certificate shall not be valid unless
countersigned by the Warrant Agent, as such term is used in the Warrant
Agreement. Reference is made to the further provisions of this Warrant
Certificate set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as though fully set forth at this place.
This Warrant Certificate shall be governed and construed in accordance with
the internal laws of the State of New York.
IN WITNESS WHEREOF, NTL Incorporated has caused this Warrant
Certificate to be signed by the undersigned President and the undersigned
Secretary of the Company and has caused its corporate seal to be imprinted
hereon.
Dated:
NTL INCORPORATED
[Corporate Seal]
By:
__________________________________ __________________________________
President Secretary
Countersigned: (seal)
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
JERSEY CITY, NJ
TRANSFER AGENT AND REGISTRAR
By:
Authorized Officer
[Reverse of Warrant Certificate]
NTL INCORPORATED (SERIES A WARRANT)
By accepting a Warrant Certificate, each holder shall be bound by all
of the terms and provisions of the Warrant Agreement (a copy of which is
available on request to the Secretary of the Company) and any amendments
thereto as fully and effectively as if such holder had signed the same.
The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants by the Company expiring at 5:00 p.m., New York
City Time, on January 10, 2011, entitling the holder upon proper exercise to
receive shares of Common Stock and are issued or to be 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 Warrant Agent, the Company and the holders (the
words "holders" or "holder" meaning the registered holders or registered
holder) of the Warrants.
The holder of the Warrants evidenced by this Warrant Certificate may
exercise them by surrendering this Warrant Certificate, with the form of
election to purchase set forth below on this Warrant Certificate properly
completed and executed, together with payment of the aggregate Exercise Price
in accordance with the provisions set forth on the face of this Warrant
Certificate. 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
exercised.
The Warrant Agreement provides that upon the occurrence of certain
events the Exercise Price and the number of shares of Common Stock issuable
upon exercise of this Warrant, in each case, set forth on the face hereof may,
subject to certain conditions, be adjusted. If the Exercise Price is adjusted,
the Warrant Agreement provides that the number of shares of Common Stock
issuable upon the exercise of each Warrant may be adjusted. No fractions of a
share of Common Stock will be issued upon the exercise of any Warrant, but the
Company will pay the cash value in lieu thereof determined as provided in the
Warrant Agreement.
Warrant Certificates, when surrendered at the principal corporate
trust office of the Warrant Agent by the registered holder thereof in person
or by legal representative or 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.
Upon due presentation for registration of transfer of this Warrant
Certificate at the principal corporate trust office of the Warrant Agent 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 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(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, of any distribution to the
holder(s) hereof, and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary. Neither the
Warrants nor this Warrant Certificate entitles any holder hereof to any rights
of a stockholder of the Company.
The Warrant Agreement permits, with certain exceptions therein
provided, the supplementing or amendment thereof at any time by the Company
and the Warrant Agent with the written consent of registered holders of a
majority of the then outstanding Warrants (excluding Warrants held by the
Company or any of its controlled affiliates). Any such consent by or on behalf
of a holder of a Warrant shall be conclusive and binding upon such holder and
upon all future holders of this Warrant and any Warrant issued upon the
registration of transfer thereof or in exchange thereof whether or not
notation of such consent is made upon such Warrant or any other Warrant.
THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANTS
REPRESENTED BY THIS CERTIFICATE ARE ACCOMPANIED BY CERTAIN RIGHTS AS SET FORTH
IN THE RIGHTS AGREEMENT BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK
TRANSFER & TRUST COMPANY (THE "RIGHTS AGENT"), DATED AS OF JANUARY 10, 2003 (THE
"RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY
REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE
COMPANY. THE COMPANY WILL MAIL TO THE HOLDER OF THIS WARRANT CERTIFICATE A
COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT
CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR TO THE SECRETARY
OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT,
RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING
PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE
RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY
ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.
Form of Assignment
[Form of Assignment to be Executed if Holder
Desires to Transfer Warrants Evidenced Hereby]
ASSIGNMENT
(To Be Executed by the Registered Holder in Order to Assign Warrants)
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s)
unto ________________________________________________________________________
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE)
of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitutes and appoints
________________________________________________________________ Attorney
to transfer this Warrant Certificate on the books of the Company, with full
power of substitution in the premises.
Dated:__________, ____ ___________________________________
Signature(s)*
___________________________________
___________________________________
(Social Security or Taxpayer Identification Number)
_____________________
Signature(s) Guaranteed*
Form of Election to Purchase
[To Be Executed Upon Exercise Of Warrant]
NOTICE OF EXERCISE
(To Be Executed by the Registered Holder in Order to Exercise Warrants)
The undersigned hereby irrevocably elects to exercise the
right, represented by this Warrant Certificate, to receive shares of Common
Stock and herewith tenders payment for such shares to the order of NTL
Incorporated in the amount of $309.88 per share of Common Stock (subject to
adjustment) in accordance with the terms of the Warrant Agreement, in cash or
by certified or official bank check made payable to the order of the Company.
REQUEST FOR PAYMENT OF SPREAD
[ ] Please check if the undersigned, in lieu of tendering the
cash payment, as aforesaid, hereby requests the payment of
the "Spread" within the meaning of Section 7 of the Warrant
Agreement.
The undersigned requests that a certificate for such shares
be registered in the name of:
________________________________________________________________________
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
and be delivered to: _______________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS,
INCLUDING POSTAL ZIP CODE)
________________________________________________________________________
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:
________________________________________________________________________
(PLEASE PRINT OR TYPE ADDRESS)
Dated:__________, ____ ________________________________________________
Signature(s)*
________________________________________________
________________________________________________
(Social Security or Taxpayer Identification Number)
_____________________
Signature(s) Guaranteed*
* THE SIGNATURE TO THE 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 BEAR A SIGNATURE GUARANTEED BY AN "ELIGIBLE GUARANTOR INSTITUTION" AS
DEFINED IN RULE 17Ad-15(2) PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED.