ASIA SELECT ACQUISITION I CORP.
EXHIBIT
4.3
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NUMBER
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(SEE
REVERSE SIDE FOR LEGEND)
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WARRANTS
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________-W
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THIS
WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO
5:00
P.M. NEW YORK CITY TIME, __________, 2013
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CUSIP
______ ___
WARRANT
THIS
CERTIFIES THAT, for value received
is the
registered holder of a Warrant or Warrants expiring ________, 2013 (the
“Warrant”) to purchase one fully paid and non-assessable Ordinary Share, par
value $.001 per share (“Shares”), of Asia Select Acquisition I Corp., a Cayman
Islands company (the “Company”), for each Warrant evidenced by this Warrant
Certificate. The Warrant entitles the holder thereof to purchase from
the Company, commencing on the later of the Company’s completion of a merger,
capital stock exchange, asset acquisition or other similar business combination
and ________, 2009, such number of Shares of the Company at the price of $5.00
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 Company shall not be obligated to deliver any
securities pursuant to the exercise of a Warrant and shall have no obligation to
settle a Warrant exercise unless a registration statement under the Securities
Act of 1933, as amended, (the “Act”) with respect to the Ordinary Shares is
effective, subject to the Company satisfying its obligations under Section 7.4
of the Warrant Agreement to use its best efforts. In the event that a
registration statement with respect to the Ordinary Shares underlying a Warrant
is not effective under the Act, the holder of such Warrant shall not be entitled
to exercise such Warrant and such Warrant may have no value and expire
worthless. In no event will the Company be required to net cash settle the
warrant exercise. 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. 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.
No
fraction of a Share will be issued upon any exercise of a Warrant. If
the holder of a Warrant would be entitled to receive a fraction of a Share upon
any exercise of a Warrant, the Company shall, upon such exercise, round up or
down to the nearest whole number the number of Shares to be issued to such
holder.
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 the
registered holder’s 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.
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
shareholder of the Company.
The
Company reserves the right to call the Warrant, at any time prior to its
exercise, with a notice of call in writing to the holders of record of the
Warrant, 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
$11.50 per share on each of 20 trading days within any 30 trading day period
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 except for the $.01 call
price.
By
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Chairman
of the Board
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Secretary
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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 Ordinary Shares issuable upon the exercise of such Warrants, and
requests that Certificates for such shares shall be issued in the name
of
(PLEASE
TYPE OR PRINT NAME AND ADDRESS)
(SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)
and be
delivered to
___________________________________________________________________________________
(PLEASE
PRINT OR TYPE NAME AND ADDRESS)
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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Dated:
___________________
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(SIGNATURE)
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(ADDRESS)
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(TAX
IDENTIFICATION
NUMBER)
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ASSIGNMENT
To Be
Executed by the Registered Holder in Order to Assign Warrants
For Value
Received, _______________________ hereby sell, assign, and transfer
unto
(PLEASE
TYPE OR PRINT NAME AND ADDRESS)
(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
and be
delivered to
___________________________________________________________________________________
(PLEASE
PRINT OR TYPE NAME AND ADDRESS)
______________________
of the Warrants represented by this Warrant Certificate.
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Dated:
_________________________
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(SIGNATURE)
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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 Chicago Stock
Exchange.