BLUE BIRD CORPORATION (WARRANT)
Exhibit 4.3
PROOF PROOF
THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO
NUMBER THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR WARRANTS W IN THE WARRANT AGREEMENT DESCRIBED BELOW
BLUE BIRD CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
WARRANTS CUSIP 095306 11 4
THIS CERTIFIES THAT,
FOR VALUE RECEIVED: PROOF OR REGISTERED ASSIGNS, IS THE REGISTERED HOLDER OF warrant(s) evidenced hereby (the Warrants and each, a Warrant) to purchase shares of Common The initial Exercise Price per share of Common Stock for any Warrant is equal to $5.75 per half Stock, $.0001 par value (Common Stock), of Blue Bird Corporation, a Delaware corporation share. The Exercise Price is subject to adjustment upon the occurrence of certain events set forth in (the Company). Each Warrant entitles the holder, upon exercise during the period set forth in the the Warrant Agreement.
Warrant Agreement referred to below, to receive from the Company that number of fully paid and Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised nonassessable shares of Common Stock as set forth below, at the exercise price (the Exercise Price) only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, as determined pursuant to the Warrant Agreement, payable in lawful money (or through cashless such Warrants shall become void. exercise as provided for in the Warrant Agreement) of the United States of America upon surrender Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant hereof and such further provisions shall for all purposes have the same effect as though fully set forth Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. at this place.
Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such to them in the Warrant Agreement. term is used in the Warrant Agreement.
Each Warrant is initially exercisable for one-half of one fully paid and non-assessable share of This Warrant Certificate shall be governed by and construed in accordance with the internal laws Common Stock. The number of the shares of Common Stock issuable upon exercise of the Warrants of the State of New York, without regard to conflicts of laws principles thereof. is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.
WITNESS the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.
CHIEF EXECUTIVE OFFICER AND PRESIDENT SECRETARY
BLUE BIRD CORPORATION (WARRANT)
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 receive shares of Common Stock and herewith tenders payment for such shares to the order of Blue Bird Corporation (the Company) in the amount of $ in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the name of:
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and that such shares be delivered to: |
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If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of | ||
whose address is |
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and that such Warrant Certificate be delivered to: |
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In the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement.
In the event that the Warrant is a Private Placement Warrant that is to be exercised on a cashless basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement.
In the event that the Warrant is to be exercised on a cashless basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares that this Warrant is exercisable for shall be determined in accordance withSection 7.4 of the Warrant Agreement.
In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares of Common Stock. If said number of shares is less than all of the shares of Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name
of |
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whose. address is |
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and that such Warrant Certificate be delivered to: |
whose address is |
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Dated: , 20 . |
Signature(s)
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Signature(s) Guaranteed |
(Social Security or Taxpayer Identification Number(s)) |
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).
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