Exhibit 4.2
COMMON STOCK PURCHASE WARRANT
EXERCISABLE UNTIL JUNE 30, 2003
AMERICAN BANK INCORPORATED
ORGANIZED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA
THIS CERTIFIES that
is the owner of that number of warrants as indicated above.
Each Warrant entitles the registered holder thereof (the "Registered
Holder") to purchase, subject to this Warrant and the Warrant Agreement dated
________, 2001, by and between the Company and Stock Trans, Inc. as Warrant
Agent (the "Warrant Agent"), during the Warrant Exercise Period (as defined
herein), one share of the Company's Common Stock, $0.10 par value per share (the
"Stock") at the Exercise Price of $10.00 per share. The Company is a
Pennsylvania Corporation with its principal office located in Allentown,
Pennsylvania. Warrants are exercisable only for whole shares of Stock. The
Warrant Exercise Period Terminates June 30, 2003 (the "Expiration Date"). All
Warrants shall become immediately void following the Expiration Date.
Warrants may be exercised only for the purchase of whole shares of
Stock by surrendering properly endorsed Warrant certificates to the Warrant
Agent, accompanied by payment of the Warrant Exercise Price by certified or bank
cashier's check for each share of Stock as to which the Warrant is being
exercised and any applicable transfer or other taxes. Holders will receive cash
payments if fractional shares result only is such result occurs because of the
application of certain anti-dilution provisions as provided in the Warrant
Agreement. The date of the exercise of any Warrant will be the date the Warrant
certificate is duly presented to the Warrant Agent in proper form accompanied by
payment of the full Warrant Exercise Price and any applicable taxes.
The Warrant Certificate is transferable (subject to restrictions set
forth in the Warrant Agreement) at the principal office of the Warrant Agent (or
successor to the Warrant Agent) by the registered holder hereof in person or by
his attorney duly authorized in writing, upon (i) surrender of this Warrant
Certifciate, and (ii) compliance with and subject to the conditions set forth
herein and in the Warrant Agreement. Upon any such transfer, a new Warrant
Certificate or new Warrant Certificates of different demoninations, representing
in aggregate a like number of Warrants, will be issued to the transferee. Every
holder of Warrants, by accepting this Warrant Certificate, consents and agrees
with the Company, the Warrant Agent and with every subsequent holder of this
Warrant Certificate that until due presentation for the registration of transfer
of this Warrant Certificate on the Warrant certified by the Warrant Agent, the
Company and the Warrant Agent may deem and treat the person in whose name this
Warrant Certificate is registered as the absolute and lawful owner for all
purposes whatsoever and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary.
Upon the exercise of less than all of the Warrants evidenced by this
Warrant Certificate, there shall be issued to the Registered Holder a new
Warrant Certificate in respect of the remaining unexercised Warrants.
Upon certain events unspecified in the Warrant Agreement, the Warrant
Exercise Price, the number of shares of Stock Issuable upon exercise of each
Warrant, and the Expiration Date may be adjusted.
This Warrant Certificate shall not affiliate the Registered Holder to
any of the rights of a stockholder in the Company without exception.
This Warrant Certificate shall not be valid until it shall have been
countersigned by the Warrant Agent.
IN WITNESS WHEREOF, American Bank Incorporated has caused this
certificate to be executed, by the facsimile signatures of its duly authorized
officers and has caused a facsimile of its seal to be hereunto affixed.
Dated:
By ____________________________ [SEAL] By _____________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, SECRETARY ▇▇▇▇ ▇. ▇▇▇▇▇▇, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
AMERICAN BANK INCORPORATED
Purchase Form:
Mailing Address
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The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant for, and to purchase thereunder,
_____________________ shares of the stock provided for therein, and requests
that certificates for such shares be issued in the name of:
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(Please print or typewrite name and address including postal zip code)
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and if such number of shares shall not be all the shares purchasable thereunder,
that a new Warrant Certificate for the balance remaining of the shares
purchasable under the within Warrant Certificate registered in the name of the
undersigned Warrantholder or his Assignee as below indicated and delivered to
the address stated below.
DATED:_______________________________
Name of Warrantholder or Assignee:
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(Please Print)
Address:
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Signature:
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Signature Guaranteed:
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NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE WARRANT CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER.
ASSIGNMENT
(To be signed only upon assignment of Warrant)
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
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(Name and Address of Assignee Must Be Printed or Typewritten)
the within Warrant, hereby irrevocably constituting and appointing
Attorney
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to transfer said Warrant on the books of the Company, with full power of
substitution in the premises.
DATED:
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Signature of Registered Holder
Signature Guaranteed:
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NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THIS WARRANT CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER.