EXHIBIT 4.17
REMEDYTEMP, INC.
AND
_________________, AS WARRANT AGENT
FORM OF DEPOSITARY SHARES
WARRANT AGREEMENT
DATED AS OF
[---------------]
TABLE OF CONTENTS
PAGE
ARTICLE 1 ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY
OF WARRANT CERTIFICATES...................................................................... 1
1.1 Issuance of Warrants......................................................................... 1
1.2 Execution and Delivery of Warrant Certificates............................................... 1
1.3 Issuance of Warrant Certificates............................................................. 2
ARTICLE 2 WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS............................................. 3
2.1 Warrant Price................................................................................ 3
2.2 Duration of Warrants......................................................................... 3
2.3 Exercise of Warrants......................................................................... 3
ARTICLE 3 OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES....................... 4
3.1 No Rights as Warrant Securityholder Conferred by Warrants or Warrant Certificates............ 4
3.2 Lost, Stolen, Mutilated or Destroyed Warrant Certificates.................................... 4
3.3 Holder of Warrant Certificate May Enforce Rights............................................. 5
3.4 Adjustments.................................................................................. 5
3.5 Notice to Warrantholders..................................................................... 8
3.6 [If the Warrants are subject to acceleration by the Company, insert --
Acceleration of Warrants by the Company]..................................................... 9
ARTICLE 4 EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES................................................10
4.1 Exchange and Transfer of Warrant Certificates................................................10
4.2 Treatment of Holders of Warrant Certificates.................................................10
4.3 Cancellation of Warrant Certificates.........................................................11
ARTICLE 5 CONCERNING THE WARRANT AGENT.................................................................11
5.1 Warrant Agent................................................................................11
PAGE
5.2 Conditions of Warrant Agent's Obligations....................................................11
5.3 Resignation, Removal and Appointment of Successor............................................13
ARTICLE 6 MISCELLANEOUS................................................................................14
6.1 Amendment....................................................................................14
6.2 Notices and Demands to the Company and Warrant Agent.........................................14
6.3 Addresses....................................................................................14
6.4 Governing Law................................................................................15
6.5 Delivery of Prospectus.......................................................................15
6.6 Obtaining of Governmental Approvals..........................................................15
6.7 Persons Having Rights Under Warrant Agreement................................................15
6.8 Headings.....................................................................................15
6.9 Counterparts.................................................................................15
6.10 Inspection of Agreement......................................................................15
REMEDYTEMP, INC.
Form of Depositary Shares Warrant Agreement
DEPOSITARY SHARES WARRANT AGREEMENT, dated as of __________ between
REMEDYTEMP, INC., a California corporation (the "COMPANY") and
__________________, a [corporation] [national banking association] organized and
existing under the laws of __________________ and having a corporate trust
office in ______________, as warrant agent (the "WARRANT AGENT").
WHEREAS, the Company proposes to sell [if Warrants are sold with other
securities -- [title of such other securities being offered] (the "OTHER
SECURITIES") with] warrant certificates evidencing one or more warrants (the
"WARRANTS" or, individually, a "WARRANT") representing the right to purchase
[title of Depositary Shares purchasable through exercise of Warrants] (the
"WARRANT SECURITIES"), such warrant certificates and other warrant certificates
issued pursuant to this Agreement being herein called the "WARRANT
CERTIFICATES"; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing so to act, in connection with the
issuance, registration, transfer, exchange, exercise and replacement of the
Warrant Certificates, and in this Agreement wishes to set forth, among other
things, the form and provisions of the Warrant Certificates and the terms and
conditions on which they may be issued, registered, transferred, exchanged,
exercised and replaced;
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE 1
ISSUANCE OF WARRANTS AND EXECUTION AND
DELIVERY OF WARRANT CERTIFICATES
1.1 ISSUANCE OF WARRANTS. [If Warrants alone -- Upon issuance, each
Warrant Certificate shall evidence one or more Warrants.] [If Other Securities
and Warrants -- Warrants shall be [initially] issued in connection with the
issuance of the Other Securities [but shall be separately transferable on and
after _________________ (the "DETACHABLE DATE")] [and shall not be separately
transferable] and each Warrant Certificate shall evidence one or more Warrants.]
Each Warrant evidenced thereby shall represent the right, subject to the
provisions contained herein and therein, to purchase one Warrant Security. [If
Other Securities and Warrants -- Warrant Certificates shall be initially issued
in units with the Other Securities and each Warrant Certificate included in such
a unit shall evidence _________________ Warrants for each [$_________________
principal amount] [______ shares] of Other Securities included in such unit.]
1.2 EXECUTION AND DELIVERY OF WARRANT CERTIFICATES. Each Warrant
Certificate, whenever issued, shall be in registered form substantially in the
form set forth in Exhibit A hereto, shall be dated the date of its
countersignature by the Warrant Agent and may have such letters, numbers, or
other marks of identification or designation and such
legends or endorsements printed, lithographed or engraved thereon as the
officers of the Company executing the same may approve (execution thereof to be
conclusive evidence of such approval) and as are not inconsistent with the
provisions of this Agreement, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any securities exchange on which the Warrants may be listed, or to conform to
usage. The Warrant Certificates shall be signed on behalf of the Company by any
of its present or future chief executive officers, presidents, senior vice
presidents, vice presidents, chief financial officers, chief legal officers,
treasurers, assistant treasurers, controllers, assistant controllers,
secretaries or assistant secretaries under its corporate seal reproduced
thereon. Such signatures may be manual or facsimile signatures of such
authorized officers and may be imprinted or otherwise reproduced on the Warrant
Certificates. The seal of the Company may be in the form of a facsimile thereof
and may be impressed, affixed, imprinted or otherwise reproduced on the Warrant
Certificates.
No Warrant Certificate shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant Certificate has been
countersigned by the manual signature of the Warrant Agent. Such signature by
the Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence that the Warrant Certificate so countersigned has been duly
issued hereunder.
In case any officer of the Company who shall have signed any of the
Warrant Certificates either manually or by facsimile signature shall cease to be
such officer before the Warrant Certificates so signed shall have been
countersigned and delivered by the Warrant Agent, such Warrant Certificates may
be countersigned and delivered notwithstanding that the person who signed
Warrant Certificates ceased to be such officer of the Company; and any Warrant
Certificate may be signed on behalf of the Company by such persons as, at the
actual date of the execution of such Warrant Certificate, shall be the proper
officers of the Company, although at the date of the execution of this Agreement
any such person was not such officer.
The term "holder" or "holder of a Warrant Certificate" as used herein
shall mean any person in whose name at the time any Warrant Certificate shall be
registered upon the books to be maintained by the Warrant Agent for that purpose
[If Other Securities and Warrants are not immediately detachable -- or upon the
registration of the Other Securities prior to the Detachable Date. Prior to the
Detachable Date, the Company will, or will cause the registrar of the Other
Securities to, make available at all times to the Warrant Agent such information
as to holders of the Other Securities as may be necessary to keep the Warrant
Agent's records up to date].
1.3 ISSUANCE OF WARRANT CERTIFICATES. Warrant Certificates evidencing
the right to purchase Warrant Securities may be executed by the Company and
delivered to the Warrant Agent upon the execution of this Warrant Agreement or
from time to time thereafter. The Warrant Agent shall, upon receipt of Warrant
Certificates duly executed on behalf of the Company, countersign such Warrant
Certificates and shall deliver such Warrant Certificates to or upon the order of
the Company.
2
ARTICLE 2
WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS
2.1 WARRANT PRICE. During the period specified in Section 2.2, each
Warrant shall, subject to the terms of this Warrant Agreement and the applicable
Warrant Certificate, entitle the holder thereof to purchase the number of
Warrant Securities specified in the applicable Warrant Certificate at an initial
exercise price of $___________ per Warrant Security, subject to adjustment upon
the occurrence of certain events, as hereinafter provided. Such purchase price
per Warrant Security is referred to in this Agreement as the "WARRANT PRICE."
2.2 DURATION OF WARRANTS. Each Warrant may be exercised in whole or in
part at any time, as specified herein, on or after [the date thereof]
[__________] and at or before [_____] p.m., [City] time, on _________________ or
such later date as the Company may designate by notice to the Warrant Agent and
the holders of Warrant Certificates mailed to their addresses as set forth in
the record books of the Warrant Agent (the "EXPIRATION DATE"). Each Warrant not
exercised at or before [______] p.m., [City] time, on the Expiration Date shall
become void, and all rights of the holder of the Warrant Certificate evidencing
such Warrant under this Agreement shall cease.
2.3 EXERCISE OF WARRANTS.
(a) During the period specified in Section 2.2, the Warrants
may be exercised to purchase a whole number of Warrant Securities in
registered form by providing certain information as set forth on the
reverse side of the Warrant Certificate and by paying in full, in
lawful money of the United States of America, [in cash or by certified
check or official bank check in New York Clearing House funds] [by bank
wire transfer in immediately available funds] the Warrant Price for
each Warrant Security with respect to which a Warrant is being
exercised to the Warrant Agent at its corporate trust office, provided
that such exercise is subject to receipt within five business days of
such payment by the Warrant Agent of the Warrant Certificate with the
form of election to purchase Warrant Securities set forth on the
reverse side of the Warrant Certificate properly completed and duly
executed. The date on which payment in full of the Warrant Price is
received by the Warrant Agent shall, subject to receipt of the Warrant
Certificate as aforesaid, be deemed to be the date on which the Warrant
is exercised; provided, however, that if, at the date of receipt of
such Warrant Certificates and payment in full of the Warrant Price, the
transfer books for the Warrant Securities purchasable upon the exercise
of such Warrants shall be closed, no such receipt of such Warrant
Certificates and no such payment of such Warrant Price shall be
effective to constitute the person so designated to be named as the
holder of record of such Warrant Securities on such date, but shall be
effective to constitute such person as the holder of record of such
Warrant Securities for all purposes at the opening of business on the
next succeeding day on which the transfer books for the Warrant
Securities purchasable upon the exercise of such Warrants shall be
opened, and the certificates for the Warrant Securities in respect of
which such Warrants are then exercised shall be issuable as of the date
on such next succeeding day on which the transfer books shall next be
opened, and until such date the Company shall be under no duty to
deliver any certificate for such Warrant Securities. The Warrant Agent
shall deposit all funds received by it in payment of the Warrant Price
3
in an account of the Company maintained with it and shall advise the
Company by telephone at the end of each day on which a payment for the
exercise of Warrants is received of the amount so deposited to its
account. The Warrant Agent shall promptly confirm such telephone advice
to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company of (i) the number of Warrant Securities
with respect to which Warrants were exercised, (ii) the instructions of
each holder of the Warrant Certificates evidencing such Warrants with
respect to delivery of the Warrant Securities to which such holder is
entitled upon such exercise, (iii) delivery of Warrant Certificates
evidencing the balance, if any, of the Warrants for the remaining
Warrant Securities after such exercise, and (iv) such other information
as the Company shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant,
the Company shall issue to or upon the order of the holder of the
Warrant Certificate evidencing such Warrant the Warrant Securities to
which such holder is entitled, in fully registered form, registered in
such name or names as may be directed by such holder. If fewer than all
of the Warrants evidenced by such Warrant Certificate are exercised,
the Company shall execute, and an authorized officer of the Warrant
Agent shall manually countersign and deliver, a new Warrant Certificate
evidencing Warrants for the number of Warrant Securities remaining
unexercised.
(d) The Company shall not be required to pay any stamp or
other tax or other governmental charge required to be paid in
connection with any transfer involved in the issue of the Warrant
Securities, and in the event that any such transfer is involved, the
Company shall not be required to issue or deliver any Warrant Security
until such tax or other charge shall have been paid or it has been
established to the Company's satisfaction that no such tax or other
charge is due.
(e) Prior to the issuance of any Warrants there shall have
been reserved, and the Company shall at all times through the
Expiration Date keep reserved, out of its authorized but unissued
Warrant Securities, a number of shares sufficient to provide for the
exercise of the Warrants.
ARTICLE 3
OTHER PROVISIONS RELATING TO RIGHTS
OF HOLDERS OF WARRANT CERTIFICATES
3.1 NO RIGHTS AS WARRANT SECURITYHOLDER CONFERRED BY WARRANTS OR
WARRANT CERTIFICATES. No Warrant Certificate or Warrant evidenced thereby shall
entitle the holder thereof to any of the rights of a holder of Warrant
Securities, including, without limitation, the right to receive the payment of
dividends or distributions, if any, on the Warrant Securities or to exercise any
voting rights, except to the extent expressly set forth in this Agreement or the
applicable Warrant Certificate.
3.2 LOST, STOLEN, MUTILATED OR DESTROYED WARRANT CERTIFICATES. Upon
receipt by the Warrant Agent of evidence reasonably satisfactory to it
4
and the Company of the ownership of and the loss, theft, destruction or
mutilation of any Warrant Certificate and/or indemnity reasonably satisfactory
to the Warrant Agent and the Company and, in the case of mutilation, upon
surrender of the mutilated Warrant Certificate to the Warrant Agent for
cancellation, then, in the absence of notice to the Company or the Warrant Agent
that such Warrant Certificate has been acquired by a bona fide purchaser, the
Company shall execute, and an authorized officer of the Warrant Agent shall
manually countersign and deliver, in exchange for or in lieu of the lost,
stolen, destroyed or mutilated Warrant Certificate, a new Warrant Certificate of
the same tenor and evidencing Warrants for a like number of Warrant Securities.
Upon the issuance of any new Warrant Certificate under this Section 3.2, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Warrant Agent) in connection
therewith. Every substitute Warrant Certificate executed and delivered pursuant
to this Section 3.2 in lieu of any lost, stolen or destroyed Warrant Certificate
shall represent an additional contractual obligation of the Company, whether or
not the lost, stolen or destroyed Warrant Certificate shall be at any time
enforceable by anyone, and shall be entitled to the benefits of this Agreement
equally and proportionately with any and all other Warrant Certificates duly
executed and delivered hereunder. The provisions of this Section 3.2 are
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement of mutilated, lost, stolen or destroyed
Warrant Certificates.
3.3 HOLDER OF WARRANT CERTIFICATE MAY ENFORCE RIGHTS. Notwithstanding
any of the provisions of this Agreement, any holder of a Warrant Certificate,
without the consent of the Warrant Agent, the holder of any Warrant Securities
or the holder of any other Warrant Certificate, may, in such holder's own behalf
and for such holder's own benefit, enforce, and may institute and maintain any
suit, action or proceeding against the Company suitable to enforce, or otherwise
in respect of, such holder's right to exercise the Warrants evidenced by such
holder's Warrant Certificate in the manner provided in such holder's Warrant
Certificate and in this Agreement.
3.4 ADJUSTMENTS.
(a) In case the Company shall at any time subdivide its
outstanding shares of [title of Depositary Shares purchasable through
exercise of Warrants] into a greater number of shares, the Warrant
Price in effect immediately prior to such subdivision shall be
proportionately reduced and the number of Warrant Securities
purchasable under the Warrants shall be proportionately increased.
Conversely, in case the outstanding shares of [title of Depositary
Shares purchasable through exercise of Warrants] of the Company shall
be combined into a smaller number of shares, the Warrant Price in
effect immediately prior to such combination shall be proportionately
increased and the number of Warrant Securities purchasable under the
Warrants shall be proportionately decreased.
5
(b) If at any time or from time to time the holders of [title
of Preferred Stock underlying the Depositary Shares purchasable through
exercise of Warrants] (or any shares of stock or other securities at
the time receivable upon the exercise of the Warrants) shall have
received or become entitled to receive, without payment therefore,
(i) [title of Preferred Stock underlying Depositary
Shares purchasable through exercise of Warrants] or any shares
of stock or other securities which are at any time directly or
indirectly convertible into or exchangeable for [title of
Preferred Stock underlying Depositary Shares purchasable
through exercise of Warrants], or any rights or options to
subscribe for, purchase or otherwise acquire any of the
foregoing by way of dividend or other distribution;
(ii) any cash paid or payable otherwise than in
accordance with the terms of [title of Preferred Stock
underlying Depositary Shares purchasable through exercise of
Warrants] or otherwise than as a cash dividend paid or payable
out of the Company's current or retained earnings;
(iii) any evidence of the Company's indebtedness or
rights to subscribe for or purchase the Company's
indebtedness; or
(iv) [title of Preferred Stock underlying Depositary
Shares purchasable through exercise of Warrants] or additional
stock or other securities or property (including cash) by way
of spinoff, split-up, reclassification, combination of shares
or similar corporate rearrangement (other than shares of
[title of Depositary Shares purchasable through exercise of
Warrants] issued as a stock split or adjustments in respect of
which shall be covered by the terms of Section 3.4(a) above),
then and in each such case, the holder of each Warrant shall,
upon the exercise of the Warrant, be entitled to receive, in
addition to the number of Warrant Securities receivable
thereupon, and without payment of any additional consideration
therefore, the amount of stock and other securities and
property (including cash and indebtedness (or rights to
subscribe for or purchase indebtedness) which such holder
would hold on the date of such exercise had he been the holder
of record of such Warrant Securities as of the date on which
holders of [title of Preferred Stock underlying Depositary
Shares purchasable through exercise of Warrants] received or
became entitled to receive such shares or all other additional
stock and other securities and property.
(c) In case of (i) any reclassification, capital
reorganization, or change in the [title of Depositary Shares
purchasable through exercise of Warrants] or [title of Preferred Stock
underlying Depositary Shares purchasable through the exercise of the
Warrants] of the Company (other than as a result of a subdivision,
combination or stock dividend provided for in Section 3.4(a) or Section
3.4(b) above), (ii) share exchange, merger or similar transaction of
the Company with or into another person or entity (other than a share
exchange, merger or similar transaction in which the Company is the
acquiring or surviving corporation and which does not result in any
change in the [title of Depositary Shares purchasable through exercise
of Warrants] or [title of Preferred Stock underlying Depositary Shares
purchasable through the exercise of the Warrants] other than the
issuance of additional shares of [title of Depositary Shares
purchasable through exercise of Warrants] or [title of Preferred Stock
underlying Depositary Shares purchasable through the exercise of the
Warrants]) or (iii) the sale, exchange, lease, transfer or other
disposition of all or substantially all of the properties and assets of
the Company as an entirety (in any such case, a "REORGANIZATION
EVENT"), then, as a
6
condition of such Reorganization Event, lawful provisions shall be
made, and duly executed documents evidencing the same from the Company
or its successor shall be delivered to the holders of the Warrants, so
that the holders of the Warrants shall have the right at any time prior
to the expiration of the Warrants to purchase, at a total price equal
to that payable upon the exercise of the Warrants, the kind and amount
of shares of stock and other securities and property receivable in
connection with such Reorganization Event by a holder of the same
number of shares of [title of Depositary Shares purchasable through the
exercise of the Warrants] as were purchasable by the holders of the
Warrants immediately prior to such Reorganization Event. In any such
case appropriate provisions shall be made with respect to the rights
and interests of the holders of the Warrants so that the provisions
hereof shall thereafter be applicable with respect to any shares of
stock or other securities and property deliverable upon exercise the
Warrants, and appropriate adjustments shall be made to the Warrant
Price payable hereunder provided the aggregate purchase price shall
remain the same. In the case of any transaction described in clauses
(ii) and (iii) above, the Company shall thereupon be relieved of any
further obligation hereunder or under the Warrants, and the Company as
the predecessor corporation may thereupon or at any time thereafter be
dissolved, wound up or liquidated. Such successor or assuming entity
thereupon may cause to be signed, and may issue either in its own name
or in the name of the Company, any or all of the Warrants issuable
hereunder which heretofore shall not have been signed by the Company,
and may execute and deliver securities in its own name, in fulfillment
of its obligations to deliver Warrant Securities upon exercise of the
Warrants. All the Warrants so issued shall in all respects have the
same legal rank and benefit under this Agreement as the Warrants
theretofore or thereafter issued in accordance with the terms of this
Agreement as though all of such Warrants had been issued at the date of
the execution hereof. In any case of any such Reorganization Event,
such changes in phraseology and form (but not in substance) may be made
in the Warrants thereafter to be issued as may be appropriate.
The Warrant Agent may receive a written opinion of legal
counsel as conclusive evidence that any such Reorganization Event
complies with the provisions of this Section 3.4.
(d) The Company may, at its option, at any time until the
Expiration Date, reduce the then current Warrant Price to any amount
deemed appropriate by the Board of Directors of the Company for any
period not exceeding twenty consecutive days (as evidenced in a
resolution adopted by such Board of Directors), but only upon giving
the notices required by Section 3.5 at least ten days prior to taking
such action.
(e) Except as herein otherwise expressly provided, no
adjustment in the Warrant Price shall be made by reason of the issuance
of any securities of the Company or for any other reason whatsoever.
(f) No fractional Warrant Securities shall be issued upon the
exercise of Warrants. If more than one Warrant shall be exercised at
one time by the same holder, the number of full Warrant Securities
which shall be issuable upon such exercise shall be computed on the
basis of the aggregate number of Warrant Securities purchased pursuant
to the Warrants so exercised. Instead of any fractional Warrant
Security which would
7
otherwise be issuable upon exercise of any Warrant, the Company shall
pay a cash adjustment in respect of such fraction in an amount equal to
the same fraction of the last sales price (or bid price if there were
no sales) per Warrant Security, in either case as reported on the New
York Stock Exchange Composite Tape on the business day which next
precedes the day of exercise or, if the Warrant Securities are not then
listed or admitted to trading on the New York Stock Exchange, on the
principal national securities exchange on which the Warrant Securities
are listed or admitted to trading or, if not listed or admitted to
trading on any national securities exchange, on the National Market
System of the National Association of Securities Dealers, Inc.
Automated Quotations System ("NASDAQ"), or if the Warrant Securities
are not then listed or admitted to trading on any national securities
exchange or quoted on the National Market System of NASDAQ, the average
of the closing high bid and low asked prices in the over-the-counter
market, as reported by NASDAQ, or such other system then in use, or if
on any such date the Warrant Securities are not quoted by any such
organization, an amount equal to the same fraction of the average of
the closing bid and asked prices as furnished by any New York Stock
Exchange or NASDAQ firm selected from time to time by the Company for
that purpose at the close of business on the business day which next
precedes the day of exercise.
(g) Whenever the Warrant Price then in effect is adjusted as
herein provided, the Company shall mail to each holder of the Warrants
at such holder's address as it shall appear on the books of the Company
a statement setting forth the adjusted Warrant Price then and
thereafter effective under the provisions hereof, together with the
facts, in reasonable detail, upon which such adjustment is based.
3.5 NOTICE TO WARRANTHOLDERS. In case the Company shall (a) effect any
dividend or distribution described in Section 3.4(b), (b) effect any
Reorganization Event, (c) make any distribution on or in respect of the [title
of Depositary Shares purchasable through exercise of Warrants] or [title of
Preferred Stock underlying Depositary Shares purchasable through the exercise of
the Warrants] in connection with the dissolution, liquidation or winding up of
the Company, or (d) reduce the then current Warrant Price pursuant to Section
3.4(d), then the Company shall mail to each holder of Warrants at such holder's
address as it shall appear on the books of the Warrant Agent, at least ten days
prior to the applicable date hereinafter specified, a notice stating (x) the
record date for such dividend or distribution, or, if a record is not to be
taken, the date as of which the holders of record of [title of Preferred Stock
underlying Depositary Shares purchasable through the exercise of Warrants] that
will be entitled to such dividend or distribution are to be determined, (y) the
date on which such Reorganization Event, dissolution, liquidation or winding up
is expected to become effective, and the date as of which it is expected that
holders of [title of Depositary Shares purchasable through the exercise of the
Warrants] of record shall be entitled to exchange their shares of [title of
Depositary Shares purchasable through the exercise of the Warrants] for
securities or other property deliverable upon such Reorganization Event,
dissolution, liquidation or winding up, or (z) the first date on which the then
current Warrant Price shall be reduced pursuant to Section 3.4(d). No failure to
mail such notice nor any defect therein or in the mailing thereof shall affect
any such transaction or any adjustment in the Warrant Price required by Section
3.4.
8
3.6 [IF THE WARRANTS ARE SUBJECT TO ACCELERATION BY THE COMPANY, INSERT
-- ACCELERATION OF WARRANTS BY THE COMPANY.]
(a) At any time on or after _______________, the Company shall have the
right to accelerate any or all Warrants at any time by causing them to expire at
the close of business on the day next preceding a specified date (the
"ACCELERATION DATE"), if the Market Price (as hereinafter defined) of the [title
of Depositary Shares purchasable through the exercise of the Warrants] equals or
exceeds ___________ percent (____%) of the then effective Warrant Price on any
twenty Trading Days (as hereinafter defined) within a period of thirty
consecutive Trading Days ending no more than five Trading Days prior to the date
on which the Company gives notice to the Warrant Agent of its election to
accelerate the Warrants.
(b) "Market Price" for each Trading Day shall be, if the [title of
Depositary Shares purchasable through the exercise of the Warrants] is listed or
admitted for trading on the New York Stock Exchange, the last reported sale
price, regular way (or, if no such price is reported, the average of the
reported closing bid and asked prices, regular way) of [title of Depositary
Shares purchasable through the exercise of the Warrants], in either case as
reported on the New York Stock Exchange Composite Tape or, if the [title of
Depositary Shares purchasable through the exercise of the Warrants] is not
listed or admitted to trading on the New York Stock Exchange, on the principal
national securities exchange on which the [title of Depositary Shares
purchasable through the exercise of the Warrants] is listed or admitted to
trading or, if not listed or admitted to trading on any national securities
exchange, on the National Market System of NASDAQ or, if not listed or admitted
to trading on any national securities exchange or quoted on the National Market
System of NASDAQ, the average of the closing high bid and low asked prices in
the over-the-counter market, as reported by NASDAQ, or such other system then in
use, or if on any such date the shares of [title of Depositary Shares
purchasable through the exercise of the Warrants] are not quoted by any such
organization, the average of the closing bid and asked prices as furnished by
any New York Stock Exchange or NASDAQ firm selected from time to time by the
Company for that purpose. "Trading Day" shall be each Monday through Friday,
other than any day on which securities are not traded in the system or on the
exchange that is the principal market for the [title of Depositary Shares
purchasable through the exercise of the Warrants], as determined by the Board of
Directors of the Company.
(c) In the event of an acceleration of less than all of the Warrants,
the Warrant Agent shall select the Warrants to be accelerated by lot, pro rata
or in such other manner as it deems, in its discretion, to be fair and
appropriate.
(d) Notice of an acceleration specifying the Acceleration Date shall be
sent by mail first class, postage prepaid, to each registered holder of a
Warrant Certificate representing a Warrant accelerated at such holder's address
appearing on the books of the Warrant Agent not more than sixty days nor less
than thirty days before the Acceleration Date. Such notice of an acceleration
also shall be given no more than twenty days, and no less than ten days, prior
to the mailing of notice to registered holders of Warrants pursuant to this
Section 3.6, by publication at least once in a newspaper of general circulation
in the City of New York.
9
(e) Any Warrant accelerated may be exercised until [_______] p.m.,
[City] time, on the business day next preceding the Acceleration Date. The
Warrant Price shall be payable as provided in Section 2.]
ARTICLE 4
EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES
4.1 EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [If Other Securities
with Warrants which are immediately detachable -- Upon] [If Other Securities
with Warrants which are not immediately detachable -- Prior to the Detachable
Date, a Warrant Certificate may be exchanged or transferred only together with
the Other Security to which the Warrant Certificate was initially attached, and
only for the purpose of effecting or in conjunction with an exchange or transfer
of such Other Security. Prior to any Detachable Date, each transfer of the Other
Security shall operate also to transfer the related Warrant Certificates. After
the Detachable Date, upon] surrender at the corporate trust office of the
Warrant Agent, Warrant Certificates evidencing Warrants may be exchanged for
Warrant Certificates in other denominations evidencing such Warrants or the
transfer thereof may be registered in whole or in part; provided that such other
Warrant Certificates evidence Warrants for the same aggregate number of Warrant
Securities as the Warrant Certificates so surrendered. The Warrant Agent shall
keep, at its corporate trust office, books in which, subject to such reasonable
regulations as it may prescribe, it shall register Warrant Certificates and
exchanges and transfers of outstanding Warrant Certificates, upon surrender of
the Warrant Certificates to the Warrant Agent at its corporate trust office for
exchange or registration of transfer, properly endorsed or accompanied by
appropriate instruments of registration of transfer and written instructions for
transfer, all in form satisfactory to the Company and the Warrant Agent. No
service charge shall be made for any exchange or registration of transfer of
Warrant Certificates, but the Company may require payment of a sum sufficient to
cover any stamp or other tax or other governmental charge that may be imposed in
connection with any such exchange or registration of transfer. Whenever any
Warrant Certificates are so surrendered for exchange or registration of
transfer, an authorized officer of the Warrant Agent shall manually countersign
and deliver to the person or persons entitled thereto a Warrant Certificate or
Warrant Certificates duly authorized and executed by the Company, as so
requested. The Warrant Agent shall not be required to effect any exchange or
registration of transfer which will result in the issuance of a Warrant
Certificate evidencing a Warrant for a fraction of a Warrant Security or a
number of Warrants for a whole number of Warrant Securities and a fraction of a
Warrant Security. All Warrant Certificates issued upon any exchange or
registration of transfer of Warrant Certificates shall be the valid obligations
of the Company, evidencing the same obligations and entitled to the same
benefits under this Agreement as the Warrant Certificate surrendered for such
exchange or registration of transfer.
4.2 TREATMENT OF HOLDERS OF WARRANT CERTIFICATES. [If Other Securities
and Warrants are not immediately detachable -- Prior to the Detachable Date, the
Company, the Warrant Agent and all other persons may treat the owner of the
Other Security as the owner of the Warrant Certificates initially attached
thereto for any purpose and as the person entitled to exercise the rights
represented by the Warrants evidenced by such Warrant Certificates, any notice
to the contrary notwithstanding. After the Detachable Date and prior to due
presentment of a Warrant Certificate for registration of transfer, the] [T]he
Company, the Warrant Agent and all other persons may treat the registered holder
of a Warrant Certificate as
10
the absolute owner thereof for any purpose and as the person entitled to
exercise the rights represented by the Warrants evidenced thereby, any notice to
the contrary notwithstanding.
4.3 CANCELLATION OF WARRANT CERTIFICATES. Any Warrant Certificate
surrendered for exchange, registration of transfer or exercise of the Warrants
evidenced thereby shall, if surrendered to the Company, be delivered to the
Warrant Agent and all Warrant Certificates surrendered or so delivered to the
Warrant Agent shall be promptly canceled by the Warrant Agent and shall not be
reissued and, except as expressly permitted by this Agreement, no Warrant
Certificate shall be issued hereunder in exchange therefor or in lieu thereof.
The Warrant Agent shall deliver to the Company from time to time or otherwise
dispose of canceled Warrant Certificates in a manner satisfactory to the
Company.
ARTICLE 5
CONCERNING THE WARRANT AGENT
5.1 WARRANT AGENT. The Company hereby appoints ______________ as
Warrant Agent of the Company in respect of the Warrants and the Warrant
Certificates upon the terms and subject to the conditions herein set forth, and
hereby accepts such appointment. The Warrant Agent shall have the powers and
authority granted to and conferred upon it in the Warrant Certificates and
hereby and such further powers and authority to act on behalf of the Company as
the Company may hereafter grant to or confer upon it. All of the terms and
provisions with respect to such powers and authority contained in the Warrant
Certificates are subject to and governed by the terms and provisions hereof.
5.2 CONDITIONS OF WARRANT AGENT'S OBLIGATIONS. The Warrant Agent
accepts its obligations herein set forth upon the terms and conditions hereof,
including the following to all of which the Company agrees and to all of which
the rights hereunder of the holders from time to time of the Warrant
Certificates shall be subject:
(a) COMPENSATION AND INDEMNIFICATION. The Company agrees
promptly to pay the Warrant Agent the compensation to be agreed upon
with the Company for all services rendered by the Warrant Agent and to
reimburse the Warrant Agent for reasonable out-of-pocket expenses
(including reasonable counsel fees) incurred without negligence, bad
faith or willful misconduct by the Warrant Agent in connection with the
services rendered hereunder by the Warrant Agent. The Company also
agrees to indemnify the Warrant Agent for, and to hold it harmless
against, any loss, liability or expense incurred without negligence,
bad faith or willful misconduct on the part of the Warrant Agent,
arising out of or in connection with its acting as Warrant Agent
hereunder, including the reasonable costs and expenses of defending
against any claim of such liability.
(b) AGENT FOR THE COMPANY. In acting under this Warrant
Agreement and in connection with the Warrant Certificates, the Warrant
Agent is acting solely as agent of the Company and does not assume any
obligations or relationship of agency or trust for or with any of the
holders of Warrant Certificates or beneficial owners of Warrants.
11
(c) COUNSEL. The Warrant Agent may consult with counsel
satisfactory to it, which may include counsel for the Company, and the
written advice of such counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by
it hereunder in good faith and in accordance with the advice of such
counsel.
(d) DOCUMENTS. The Warrant Agent shall be protected and shall
incur no liability for or in respect of any action taken or omitted by
it in reliance upon any Warrant Certificate, notice, direction,
consent, certificate, affidavit, statement or other paper or document
reasonably believed by it to be genuine and to have been presented or
signed by the proper parties.
(e) CERTAIN TRANSACTIONS. The Warrant Agent, and its officers,
directors and employees, may become the owner of, or acquire any
interest in, Warrants, with the same rights that it or they would have
if it were not the Warrant Agent hereunder, and, to the extent
permitted by applicable law, it or they may engage or be interested in
any financial or other transaction with the Company and may act on, or
as depositary, trustee or agent for, any committee or body of holders
of Warrant Securities or other obligations of the Company as freely as
if it were not the Warrant Agent hereunder. Nothing in this Warrant
Agreement shall be deemed to prevent the Warrant Agent from acting as
trustee under any indenture to which the Company is a party.
(f) NO LIABILITY FOR INTEREST. Unless otherwise agreed with
the Company, the Warrant Agent shall have no liability for interest on
any monies at any time received by it pursuant to any of the provisions
of this Agreement or of the Warrant Certificates.
(g) NO LIABILITY FOR INVALIDITY. The Warrant Agent shall have
no liability with respect to any invalidity of this Agreement or any of
the Warrant Certificates (except as to the Warrant Agent's
countersignature thereon).
(h) NO RESPONSIBILITY FOR REPRESENTATIONS. The Warrant Agent
shall not be responsible for any of the recitals or representations
herein or in the Warrant Certificates (except as to the Warrant Agent's
countersignature thereon), all of which are made solely by the Company.
(i) NO IMPLIED OBLIGATIONS. The Warrant Agent shall be
obligated to perform only such duties as are herein and in the Warrant
Certificates specifically set forth and no implied duties or
obligations shall be read into this Agreement or the Warrant
Certificates against the Warrant Agent.
The Warrant Agent shall not be under any obligation to take
any action hereunder which may tend to involve it in any expense or
liability, the payment of which within a reasonable time is not, in its
reasonable opinion, assured to it. The Warrant Agent shall not be
accountable or under any duty or responsibility for the use by the
Company of any of the Warrant Certificates authenticated by the Warrant
Agent and delivered by it to the Company pursuant to this Agreement or
for the application by the Company of the
12
proceeds of the Warrant Certificates. The Warrant Agent shall have no
duty or responsibility in case of any default by the Company in the
performance of its covenants or agreements contained herein or in the
Warrant Certificates or in the case of the receipt of any written
demand from a holder of a Warrant Certificate with respect to such
default, including, without limiting the generality of the foregoing,
any duty or responsibility to initiate or attempt to initiate any
proceedings at law or otherwise or, except as provided in Section 6.2
hereof, to make any demand upon the Company.
5.3 RESIGNATION, REMOVAL AND APPOINTMENT OF SUCCESSOR.
(a) The Company agrees, for the benefit of the holders from
time to time of the Warrant Certificates, that there shall at all times
be a Warrant Agent hereunder until all the Warrants have been exercised
or are no longer exercisable.
(b) The Warrant Agent may at any time resign as agent by
giving written notice to the Company of such intention on its part,
specifying the date on which its desired resignation shall become
effective; provided that such date shall not be less than three months
after the date on which such notice is given unless the Company
otherwise agrees. The Warrant Agent hereunder may be removed at any
time by the filing with it of an instrument in writing signed by or on
behalf of the Company and specifying such removal and the intended date
when it shall become effective. Such resignation or removal shall take
effect upon the appointment by the Company, as hereinafter provided, of
a successor Warrant Agent (which shall be a bank or trust company
authorized under the laws of the jurisdiction of its organization to
exercise corporate trust powers) and the acceptance of such appointment
by such successor Warrant Agent. The obligation of the Company under
Section 5.2(a) shall continue to the extent set forth therein
notwithstanding the resignation or removal of the Warrant Agent.
(c) In case at any time the Warrant Agent shall resign, or
shall be removed, or shall become incapable of acting, or shall be
adjudged a bankrupt or insolvent, or shall commence a voluntary case
under the Federal bankruptcy laws, as now or hereafter constituted, or
under any other applicable Federal or state bankruptcy, insolvency or
similar law or shall consent to the appointment of or taking possession
by a receiver, custodian, liquidator, assignee, trustee, sequestrator
(or other similar official) of the Warrant Agent or its property or
affairs, or shall make an assignment for the benefit of creditors, or
shall admit in writing its inability to pay its debts generally as they
become due, or shall take corporate action in furtherance of any such
action, or a decree or order for relief by a court having jurisdiction
in the premises shall have been entered in respect of the Warrant Agent
in an involuntary case under the Federal bankruptcy laws, as now or
hereafter constituted, or any other applicable Federal or state
bankruptcy, insolvency or similar law, or a decree or order by a court
having jurisdiction in the premises shall have been entered for the
appointment of a receiver, custodian, liquidator, assignee, trustee,
sequestrator (or similar official) of the Warrant Agent or of its
property or affairs, or any public officer shall take charge or control
of the Warrant Agent or of its property or affairs for the purpose of
rehabilitation, conservation, winding up or liquidation, a successor
Warrant Agent, qualified as aforesaid, shall be appointed by the
Company by an instrument in writing, filed with the successor Warrant
Agent. Upon the appointment
13
as aforesaid of a successor Warrant Agent and acceptance by the
successor Warrant Agent of such appointment, the Warrant Agent shall
cease to be Warrant Agent hereunder.
(d) Any successor Warrant Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to the Company
an instrument accepting such appointment hereunder, and thereupon such
successor Warrant Agent, without any further act, deed or conveyance,
shall become vested with all the authority, rights, powers, trusts,
immunities, duties and obligations of such predecessor with like effect
as if originally named as Warrant Agent hereunder, and such
predecessor, upon payment of its charges and disbursements then unpaid,
shall thereupon become obligated to transfer, deliver and pay over, and
such successor Warrant Agent shall be entitled to receive, all monies,
securities and other property on deposit with or held by such
predecessor, as Warrant Agent hereunder.
(e) Any corporation into which the Warrant Agent hereunder may
be merged or converted or any corporation with which the Warrant Agent
may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Warrant Agent shall be a
party, or any corporation to which the Warrant Agent shall sell or
otherwise transfer all or substantially all the assets and business of
the Warrant Agent, provided that it shall be qualified as aforesaid,
shall be the successor Warrant Agent under this Agreement without the
execution or filing of any paper or any further act on the part of any
of the parties hereto.
ARTICLE 6
MISCELLANEOUS
6.1 AMENDMENT. This Agreement may be amended by the parties hereto,
without the consent of the holder of any Warrant Certificate, for the purpose of
curing any ambiguity, or of curing, correcting or supplementing any defective
provision contained herein, or making any other provisions with respect to
matters or questions arising under this Agreement as the Company and the Warrant
Agent may deem necessary or desirable; provided that such action shall not
materially adversely affect the interests of the holders of the Warrant
Certificates.
6.2 NOTICES AND DEMANDS TO THE COMPANY AND WARRANT AGENT. If the
Warrant Agent shall receive any notice or demand addressed to the Company by the
holder of a Warrant Certificate pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand to
the Company.
6.3 ADDRESSES. Any communication from the Company to the Warrant Agent
with respect to this Agreement shall be addressed to______________, Attention:
_____________ and any communication from the Warrant Agent to the Company with
respect to this Agreement shall be addressed to RemedyTemp, Inc., βββ
ββββββββββ, βββββ βββββ, ββββββββββ βββββ, Attention: Investor Relations (or
such other address as shall be specified in writing by the Warrant Agent or by
the Company).
14
6.4 GOVERNING LAW. This Agreement and each Warrant Certificate issued
hereunder shall be governed by and construed in accordance with the laws of the
State of New York.
6.5 DELIVERY OF PROSPECTUS. The Company shall furnish to the Warrant
Agent sufficient copies of a prospectus meeting the requirements of the
Securities Act of 1933, as amended, relating to the Warrant Securities
deliverable upon exercise of the Warrants (the "PROSPECTUS"), and the Warrant
Agent agrees that upon the exercise of any Warrant, the Warrant Agent will
deliver to the holder of the Warrant Certificate evidencing such Warrant, prior
to or concurrently with the delivery of the Warrant Securities issued upon such
exercise, a Prospectus.
The Warrant Agent shall not, by reason of any such delivery, assume any
responsibility for the accuracy or adequacy of such Prospectus.
6.6 OBTAINING OF GOVERNMENTAL APPROVALS. The Company will from time to
time take all action which may be necessary to obtain and keep effective any and
all permits, consents and approvals of governmental agencies and authorities and
securities act filings under United States Federal and state laws (including
without limitation a registration statement in respect of the Warrants and
Warrant Securities under the Securities Act of 1933, as amended), which may be
or become requisite in connection with the issuance, sale, transfer, and
delivery of the Warrant Securities issued upon exercise of the Warrants, the
issuance, sale, transfer and delivery of the Warrants or upon the expiration of
the period during which the Warrants are exercisable.
6.7 PERSONS HAVING RIGHTS UNDER WARRANT AGREEMENT. Nothing in this
Agreement shall give to any person other than the Company, the Warrant Agent and
the holders of the Warrant Certificates any right, remedy or claim under or by
reason of this Agreement.
6.8 HEADINGS. The descriptive headings of the several Articles and
Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.
6.9 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which as so executed shall be deemed to be an original,
but such counterparts shall together constitute but one and the same instrument.
6.10 INSPECTION OF AGREEMENT. A copy of this Agreement shall be
available at all reasonable times at the principal corporate trust office of the
Warrant Agent for inspection by the holder of any Warrant Certificate. The
Warrant Agent may require such holder to submit his Warrant Certificate for
inspection by it.
15
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first above written.
REMEDYTEMP, INC.
By
-----------------------------------------
Its
-----------------------------------------
Attest:
-----------------------------------------
-----------------------------------------
Warrant Agent
By
-----------------------------------------
Its
-----------------------------------------
Attest:
-----------------------------------------
[SIGNATURE PAGE DEPOSITARY SHARES WARRANT
AGREEMENT]
16
EXHIBIT A
FORM OF WARRANT CERTIFICATE
[FACE OF WARRANT CERTIFICATE]
[Form if Warrants are attached to Other Prior to _____________, this Warrant
Securities and are not immediately Certificate cannot be transferred or
detachable. exchanged unless attached to a [Title
of Other Securities].]
[Form of Legend if Warrants are Prior to ________, Warrants evidenced
not immediately exercisable. by this Warrant Certificate cannot be
exercised.]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN
VOID AFTER [__________] P.M., [CITY] TIME, ON ,
REMEDYTEMP, INC.
WARRANT CERTIFICATE REPRESENTING
WARRANTS TO PURCHASE
[TITLE OF WARRANT SECURITIES]
No. Warrants
This certifies that _________________ or registered assigns is the
registered owner of the above indicated number of Warrants, each Warrant
entitling such owner [if Warrants are attached to Other Securities and are not
immediately detachable -- , subject to the registered owner qualifying as a
"Holder" of this Warrant Certificate, as hereinafter defined),] to purchase, at
any time [after [_______] p.m., [City] time, on _________ and] on or before
[_______] p.m., [City] time, on _____________, _________ shares of [Title of
Warrant Securities] (the "WARRANT SECURITIES"), of RemedyTemp, Inc. (the
"COMPANY") on the following basis: during the period from ___________________,
through and including _______________, the exercise price per Warrant Security
will be $________________, subject to adjustment as provided in the Warrant
Agreement (as hereinafter defined) (the "WARRANT PRICE"). The Holder may
exercise the Warrants evidenced hereby by providing certain information set
forth on the back hereof and by paying in full, in lawful money of the United
States of America, [in cash or by certified check or official bank check in New
York Clearing House funds] [by bank wire transfer in immediately available
funds], the Warrant Price for each Warrant Security with
respect to which this Warrant is exercised to the Warrant Agent (as hereinafter
defined) and by surrendering this Warrant Certificate, with the purchase form on
the back hereof duly executed, at the corporate trust office of [name of Warrant
Agent], or its successor as warrant agent (the "WARRANT AGENT"), which is, on
the date hereof, at the address specified on the reverse hereof, and upon
compliance with and subject to the conditions set forth herein and in the
Warrant Agreement (as hereinafter defined).
The term "HOLDER" as used herein shall mean [if Warrants are attached
to Other Securities and are not immediately detachable -- prior
to______________, _____ (the "DETACHABLE DATE"), the registered owner of the
Company's [title of Other Securities]to which this Warrant Certificate was
initially attached, and after such Detachable Date,] the person in whose name at
the time this Warrant Certificate shall be registered upon the books to be
maintained by the Warrant Agent for that purpose pursuant to Section 4 of the
Warrant Agreement.
The Warrants evidenced by this Warrant Certificate may be exercised to
purchase a whole number of Warrant Securities in registered form. Upon any
exercise of fewer than all of the Warrants evidenced by this Warrant
Certificate, there shall be issued to the Holder hereof a new Warrant
Certificate evidencing Warrants for the number of Warrant Securities remaining
unexercised.
This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of ______________,____ (the "WARRANT AGREEMENT"),
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the Holder of this Warrant Certificate consents by acceptance hereof.
Copies of the Warrant Agreement are on file at the above-mentioned office of the
Warrant Agent.
[If Warrants are attached to Other Securities and are not immediately
detachable -- Prior to the Detachable Date, this Warrant Certificate may be
exchanged or transferred only together with the [Title of Other Securities] (the
"OTHER SECURITIES") to which this Warrant Certificate was initially attached,
and only for the purpose of effecting or in conjunction with, an exchange or
transfer of such Other Security. Additionally, on or prior to the Detachable
Date, each transfer of such Other Security on the register of the Other
Securities shall operate also to transfer this Warrant Certificate. After such
date, transfer of this] [If Warrants are attached to Other Securities and are
immediately detachable -- Transfer of this] Warrant Certificate may be
registered when this Warrant Certificate is surrendered at the corporate trust
office of the Warrant Agent by the registered owner or such owner's assigns, in
the manner and subject to the limitations provided in the Warrant Agreement.
[If Other Securities with Warrants which are not immediately detachable
-- Except as provided in the immediately preceding paragraph, after] [If Other
Securities with Warrants which are immediately detachable or Warrants alone --
After] countersignature by the Warrant Agent and prior to the expiration of this
Warrant Certificate, this Warrant Certificate may be exchanged at the corporate
trust office of the Warrant Agent for Warrant Certificates representing Warrants
for the same aggregate number of Warrant Securities.
2
This Warrant Certificate shall not entitle the Holder hereof to any of
the rights of a holder of the Warrant Securities, including, without limitation,
the right to receive payments of dividends or distributions, if any, on the
Warrant Securities (except to the extent set forth in the Warrant Agreement) or
to exercise any voting rights.
Reference is hereby 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 if set forth at this place.
This Warrant Certificate shall not be valid or obligatory for any
purpose until countersigned by the Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
in its name and on its behalf by the facsimile signatures of its duly authorized
officers.
Dated:
------------------------------------
REMEDYTEMP, INC.
By
------------------------------------
Its
------------------------------------
Attest:
------------------------------------
Countersigned:
------------------------------------
As Warrant Agent
By
------------------------------------
Authorized Signature
3
[REVERSE OF WARRANT CERTIFICATE]
(Instructions for Exercise of Warrant)
To exercise any Warrants evidenced hereby for Warrant Securities (as
hereinafter defined), the Holder must pay, in lawful money of the United States
of America, [in cash or by certified check or official bank check in New York
Clearing House funds] [by bank wire transfer in immediately available funds],
the Warrant Price in full for Warrants exercised, to [Warrant Agent] [address of
Warrant Agent], Attn: ___________________, which payment must specify the name
of the Holder and the number of Warrants exercised by such Holder. In addition,
the Holder must complete the information required below and present this Warrant
Certificate in person or by mail (certified or registered mail is recommended)
to the Warrant Agent at the appropriate address set forth above. This Warrant
Certificate, completed and duly executed, must be received by the Warrant Agent
within five business days of the payment.
(To be executed upon exercise of Warrants)
The undersigned hereby irrevocably elects to exercise Warrants,
evidenced by this Warrant Certificate, to purchase shares of the [Title of
Warrant Securities] (the "WARRANT SECURITIES"), of RemedyTemp, Inc. and
represents that he has tendered payment for such Warrant Securities, in lawful
money of the United States of America, [in cash or by certified check or
official bank check in New York Clearing House funds] [by bank wire transfer in
immediately available funds], to the order of RemedyTemp, Inc., c/o [insert name
and address of Warrant Agent], in the amount of $ in accordance with the terms
hereof. The undersigned requests that said Warrant Securities be in fully
registered form in the authorized denominations, registered in such names and
delivered all as specified in accordance with the instructions set forth below.
If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
evidencing the Warrants for the number of Warrant Securities remaining
unexercised be issued and delivered to the undersigned unless otherwise
specified in the instructions below.
Dated Name
-------------------------- ------------------------------------
(Please Print)
Address
----------------------------------------
----------------------------------------
----------------------------------------
(Insert Social Security or Other
Identifying Number of Holder)
----------------------------------------
Signature Guaranteed
Signature
(Signature must conform in all respects to name of holder as specified on the
face of this Warrant Certificate and must bear a signature guarantee by a bank,
trust company or member broker of the New York, Midwest or Pacific Stock
Exchange)
This Warrant may be exercised at the following addresses:
By hand at
------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
By mail at
------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
[Instructions as to form and delivery of Warrant Securities and, if applicable,
Warrant Certificates evidencing Warrants for the number of Warrant Securities
remaining unexercised -- complete as appropriate.]
ASSIGNMENT
[Form of assignment to be executed if
Warrant Holder desires to transfer Warrant)
FOR VALUE RECEIVED, _______________hereby sells, assigns and transfers
unto:
---------------------------------------
---------------------------------------
--------------------------------------- --------------------------------------
(Please print name and address Please insert Social Security or
including zip code) other identifying number
the right represented by the within Warrant to purchase ________ shares of
[Title of Warrant Securities] of RemedyTemp, Inc. to which the within Warrant
relates and appoints ____________________ attorney to transfer such right on the
books of the Warrant Agent with full power of substitution in the premises.
Dated
-------------------------- -----------------------------------------
Signature
Signature must conform in all respects to
name of holder as specified on the face
of the Warrant
Signature Guaranteed
------------------------------
1