EXHIBIT 4.3
NUMBER WARRANTS
[SYMBOL]
THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO
5:00 P.M. NEW YORK CITY TIME, _________, 2009
VICEROY ACQUISITION CORPORATION
CUSIP__________
WARRANT
THIS CERTIFIES THAT, for value received
is the registered holder of a Warrant or Warrants expiring , 2009 (the
"Warrant") to purchase one fully paid and non-assessable share of Common Stock,
par value $.0001 per share ("Shares"), of Viceroy Acquisition Corporation, a
Delaware corporation (the "Company"), for each Warrant evidenced by this Warrant
Certificate. The Warrant entitles the holder thereof to purchase from the
Company, commencing on the later of the Company's completion of a merger,
capital stock exchange, asset acquisition or other similar business combination
or , 2006, such number of Shares of the Company at the price of $6.00 per share,
upon surrender of this Warrant Certificate and payment of the Warrant Price at
the office or agency of the Warrant Agent, Continental Stock Transfer & Trust
Company (such payment to be made by check made payable to the Warrant Agent),
but only subject to the conditions set forth herein and in the Warrant Agreement
between the Company and Continental Stock Transfer & Trust Company. The Warrant
Agreement provides that upon the occurrence of certain events the Warrant Price
and the number of Warrant Shares purchasable hereunder, set forth on the face
hereof, may, subject to certain conditions, be adjusted. The term Warrant Price
as used in this Warrant Certificate refers to the price per Share at which
Shares may be purchased at the time the Warrant is exercised.
No fraction of a Share will be issued upon any exercise of a Warrant. If the
holder of a Warrant would be entitled to receive a fraction of a Share upon any
exercise of a Warrant, the Company shall, upon such exercise, round up to the
nearest whole number the number of Shares to be issued to such holder.
Upon any exercise of the Warrant for less than the total number of full Shares
provided for herein, there shall be issued to the registered holder hereof or
his assignee a new Warrant Certificate covering the number of Shares for which
the Warrant has not been exercised.
Warrant Certificates, when surrendered at the office or agency of the Warrant
Agent by the registered holder hereof in person 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 and
evidencing in the aggregate a like number of Warrants.
Upon due presentment for registration of transfer of the Warrant Certificate at
the office or agency 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 in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any applicable tax or other governmental charge.
The Company and the Warrant Agent may deem and treat the registered holder 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, of any distribution to the registered holder, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary.
This Warrant does not entitle the registered holder to any of the rights of a
stockholder of the Company. The Company reserves the right to call the Warrant,
at any time prior to its exercise, with a notice of call in writing to the
holders of record of the Warrant, giving 30 days' notice of such call at any
time after the Warrant becomes exercisable if the last sale price of the Shares
has been at least $11.50 per share on each of 20 trading days within any 30
trading day period ending on the third business day prior to the date on which
notice of such call is given. The call price of the Warrants is to be $.01 per
Warrant. Any Warrant either not exercised or tendered back to the Company by the
end of the date specified in the notice of call shall be canceled on the books
of the Company and have no further value except for the $.01 call price.
By: VICEROY ACQUISITION CORPORATION
- --------------------------------------- -------------------------------
Secretary Chairman of the Board
SUBSCRIPTION FORM
To Be Executed by the Registered Holder in Order to Exercise Warrants
The undersigned Registered Holder irrevocably elects to exercise Warrants
represented by this Warrant Certificate, and to purchase the shares of Common
Stock issuable upon the exercise of such Warrants, and requests that
Certificates for such shares shall be issued in the name of
(PLEASE TYPE OR PRINT NAME AND ADDRESS)
(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
and be delivered to
(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:
Dated:__________ _______________________________
(SIGNATURE)
_______________________________
(ADDRESS)
_______________________________
(TAX IDENTIFICATION NUMBER)
ASSIGNMENT
To Be Executed by the Registered Holder in Order to Assign Warrants
For Value Received, hereby sell, assign, and transfer unto
(PLEASE TYPE OR PRINT NAME AND ADDRESS)
(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
and be delivered to
(PLEASE PRINT OR TYPE NAME AND ADDRESS)
of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitute and appoint Attorney to transfer this Warrant Certificate on the
books of the Company, with full power of substitution in the premises.
Dated:__________ _______________________________
(SIGNATURE)
THE SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME 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
CHICAGO STOCK EXCHANGE.