NTL Incorporated Rights Certificate for Common Stock Purchase (2003)
Contract Categories:
Business Finance
›
Subscription Agreements
Summary
This certificate allows the holder to purchase shares of NTL Incorporated's common stock at a specified price per share, as part of a rights offering. The holder may exercise their right to buy shares, transfer the rights, or request shares be registered in another name, subject to the terms in the accompanying prospectus. The rights must be exercised by a set expiration date, after which unexercised rights transfer to the underwriters. Only eligible U.S. persons or approved non-U.S. persons may participate.
EX-4.13 3 y89596a1exv4w13.txt EXHIBIT 4.13 . . . EXHIBIT 4.13
NTL INCORPORATED RIGHTS CERTIFICATE FOR SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF NTL INCORPORATED YOUR RIGHT TO EXERCISE YOUR RIGHTS EXPIRES AT 5:00 P.M., NEW YORK CITY TIME, ON [DATE], 2003 YOU MAY TRANSFER THIS RIGHTS CERTIFICATE OR HAVE IT DIVIDED AT THE OFFICE OF THE SUBSCRIPTION AGENT RIGHT(S) TO PURCHASE [ ] SHARES OF COMMON STOCK PURCHASE PRICE U.S. $[ ] IN CASH PER SHARE OF COMMON STOCK THIS RIGHTS CERTIFICATE MAY BE USED TO PURCHASE SHARES OR MAY BE TRANSFERRED OR SOLD CUSIP 62940M 153 REGISTERED OWNER NUMBER OF RIGHTS You, as registered owner, or your transferee, are entitled to purchase the number of shares shown above pursuant to the basic subscription privilege. You are also entitled to exercise an over-subscription privilege. The terms and conditions of the rights, including the basic subscription privilege and the over-subscription privilege, are set forth in the prospectus dated [ ] 2003, which are incorporated by reference into this rights certificate. If you purchase fewer than all of the shares represented by your rights certificate, you must pick up a new rights certificate representing your unexercised rights at the subscription agent's address set forth on the reverse side of this rights certificate, unless other arrangements are made with the subscription agent. Any rights that are not exercised at the expiration of the rights offering will be deemed to be transferred to the underwriters for the rights offering immediately prior to the expiration of the rights offering. IMPORTANT: YOU MUST COMPLETE THE FORM ON THE REVERSE SIDE TO EXERCISE OR TRANSFER RIGHTS
IF YOU ARE OUTSIDE THE UNITED STATES, NO OFFER OR INVITATION TO EXERCISE RIGHTS AND PURCHASE SHARES IS BEING MADE TO YOU, AND YOU MUST NOT ATTEMPT TO EXERCISE OR TRANSFER ANY RIGHTS. HOWEVER, YOU MAY EXERCISE OR TRANSFER YOUR RIGHTS IF, ON OR PRIOR TO [ ] 2003, YOU PROVIDE EVIDENCE THAT IS SATISFACTORY TO US THAT YOU FALL WITHIN THE PERMITTED CATEGORIES OF PERSONS DESCRIBED IN THE PROSPECTUS. SECTION 1. TO EXERCISE RIGHTS TO PURCHASE SHARES
SECTION 2. TO TRANSFER RIGHTS (INCLUDING IF YOU CHECKED THE BOX IN SECTION 1.D.(3) ABOVE) For value received, I (we) transfer ____________ of my (our) rights to the transferee(s) identified below and instruct you to register such rights in the name of such transferee(s):
SECTION 3. COMPLETE THIS SECTION IF YOU CHECKED THE BOX IN SECTION 1.D.(4) ABOVE Register _____________ of the shares I have elected to purchase in Section 1 above in the following name(s): (No. of Shares)
By signing this rights certificate, I (we) on my (our) own behalf, and in respect of any person(s) on whose behalf, or under whose directions, I am (we are) signing this rights certificate, (i) acknowledge that I (we) received and read the prospectus relating to my (our) rights and that the terms and conditions of the rights as set forth in the prospectus have been incorporated by reference into this rights certificate; (ii) irrevocably elect to purchase the number of shares of common stock indicated above upon the terms and conditions specified in the prospectus; (iii) represent and warrant that I am a (we are) (and any such person(s) is (are)) resident(s) of the United States or I am (we are) otherwise entitled to exercise or direct the exercise of my (our) rights as a non-U.S. holder falling within the permitted categories of persons described in the prospectus; and (iv) agree that if I (we) fail to pay for the shares of common stock I (we) have elected to purchase, you may exercise any remedies available to you under law.
