Exhibit 4.2
NUMBER WARRANTS
MMW -
(SEE REVERSE LEGEND)
(THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO
5:00 P.M. NEW YORK CITY TIME, __________, 2007
MONTANA XXXXX BREAD CO., INC.
REDEEMABLE COMMON STOCK PURCHASE WARRANT
THIS CERTIFIES THAT, for value received _______________________________________
is the registered holder of a Warrant or Warrants expiring ______________, 2007
(the "Warrant") to purchase one fully paid and non-assessable share of Common
Stock, $.001 par value ("Shares"), of Montana Xxxxx Bread Co., Inc., 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 __________, 2002, such number of Shares of the Company
at the price of $________ 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, 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 Price and the number
of Shares purchasable hereunder are subject to adjustment upon the occurrence
of certain events set forth in the Warrant Agreement. 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.
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. No
fraction of a Share will be issued upon any exercise of a Warrant.
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.
Notwithstanding anything contained in the Warrant or the Warrant
Agreement, the Company may refuse the exercise or transfer of any Warrants
pursuant to its Bylaws.
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, with the consent of
Xxxxxx Securities, Inc. (the "Underwriter"), at any time prior to its exercise,
with a notice of call in writing to the Warrantholders of Record, 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 200% of the then-current
exercise price of the Warrants on each of the 20 consecutive trading days
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.
By
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Secretary President
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
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(PLEASE TYPE OR PRINT NAME AND ADDRESS)
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(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
and be delivered to
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(PLEASE PRINT OR TYPE NAME AND ADDRESS)
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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:
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(SIGNATURE)
Dated:
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(SIGNATURE)
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(ADDRESS)
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(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
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(PLEASE TYPE OR PRINT NAME AND ADDRESS)
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(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
and be delivered to
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(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.
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(SIGNATURE)
Dated:
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(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
MIDWEST STOCK EXCHANGE.
