exv4w3



 







Exhibit 4.3




THIS WARRANT CERTIFICATE (I) CANNOT BE TRANSFERRED OR EXCHANGED UNTIL 20 DAYS AFTER THE
EARLIER TO OCCUR OF THE EXPIRATION OF THE UNDERWRITERS’ OPTION TO PURCHASE ADDITIONAL UNITS TO
COVER OVER-ALLOTMENTS OR THE EXERCISE IN FULL OR IN PART BY THE UNDERWRITERS OF SUCH OPTION (THE
"DETACHMENT DATE”) UNLESS INCLUDED WITH A SHARE OF COMMON STOCK OF ACQUICOR TECHNOLOGY INC. AS PART
OF A UNIT AND (II) CANNOT BE EXERCISED IN WHOLE OR IN PART UNTIL THE LATER OF THE COMPANY’S
COMPLETION OF A BUSINESS COMBINATION OR ___, 2007.



EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT

AGENT AS PROVIDED HEREIN.




Warrant Certificate evidencing




Warrants to Purchase Common Stock, par value $0.0001, as described herein.




ACQUICOR TECHNOLOGY INC.




	 	 	 
	No. _________________________

	 	CUSIP No. ___________________










VOID AFTER 5:00 P.M., NEW YORK CITY TIME,

ON _______ __, 2011, OR UPON EARLIER REDEMPTION







          This certifies that ___________________, or its registered assigns, is the registered
holder of ____________________ warrants to purchase certain securities (each a “Warrant”). Each
Warrant entitles the holder thereof, subject to the provisions contained herein and in the Warrant
Agreement (as defined below), to purchase from Acquicor Technology Inc., a Delaware corporation
(the “Company”), one share of the Company’s Common Stock (each a “Share”), at the Exercise Price
set forth below. The exercise price of each Warrant (the “Exercise Price”) shall be $_________ initially, subject to adjustments as set forth in the Warrant Agreement (as defined below).



     Subject to the terms of the Warrant Agreement, each Warrant evidenced hereby may be exercised
in whole, but not in part, at any time, as specified herein, on any Business Day (as defined below)
occurring during the period (the “Exercise Period”) commencing on the later of the Company’s
completion of a Business Combination (as defined below) or _______________________, 2007 and ending at 5:00
P.M., New York City time, on _____________________, 2011 (the “Expiration Date”). Each Warrant remaining
unexercised after 5:00 P.M., New York City time on the Expiration Date shall become void, and all
rights of the holder of this Warrant Certificate evidencing such Warrant shall cease.



 









 





     The holder of the Warrants represented by this Warrant Certificate may exercise any Warrant
evidenced hereby by delivering, not later than 5:00 P.M., New York City time, on any Business Day
during the Exercise Period to Continental Stock Transfer & Trust Company (the
"Warrant Agent”, which term includes any successor warrant agent under the Warrant Agreement
described below) at its corporate trust department at 17 Battery Place, New York, NY 10004, (i)
this Warrant Certificate and the Warrants to be exercised (the “Book-Entry Warrants”) free on the
records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at
the Depository designated for such purpose in writing by the Warrant Agent to the Depository, (ii)
an election to purchase (“Election to Purchase”), substantially in the form included on the reverse
hereof, as applicable (A) by the holder hereof on the reverse of this Warrant Certificate or (B)
properly executed by the institution in whose account the Warrant is recorded on the records of the
Depository (the “Participant”) and (iii) the Exercise Price for each Warrant to be exercised in
lawful money of the United States of America by certified or official bank check or by bank wire
transfer in immediately available funds[; provided, however, that at any time after the Company has
given a Redemption Notice (as defined herein), the holder hereof may, in lieu of payment of the
Exercise Price, surrender its Warrant for that number of Shares equal to the quotient obtained by
dividing (x) the product of (1) the number of Shares underlying the surrendered Warrant and (2) the
difference between the Fair Market Value (defined below) and the Exercise Price, by (y) the Fair
Market Value. The “Fair Market Value” shall mean the average reported last sale price of the Shares
for the 10 trading days ending on the 3rd trading day prior to the date on which the Redemption
Notice is sent to holders of the Warrants]1. If any of (a) this Warrant Certificate or
the Book-Entry Warrants, (b) the Election to Purchase, or (c) the Exercise Price therefor, is
received by the Warrant Agent after 5:00 P.M., New York City, the Warrants will be deemed to be
received and exercised on the Business Day next succeeding the date such items are received and
such date shall be the Exercise Date for purposes hereof. If the date such items are received is
not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding
day which is a Business Day and such date shall be the Exercise Date for purposes hereof. If the
Warrants to be exercised are received or deemed to be received after the Expiration Date, the
exercise thereof will be null and void and any funds delivered to the Warrant Agent will be
returned to the holder as soon as practicable. In no event will interest accrue on funds deposited
with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity
of any exercise of Warrants will be determined by the Warrant Agent in its sole discretion and such
determination will be final and binding upon the holder of the Warrants and the Company. Neither
the Warrant Agent nor the Company shall have any obligation to inform a holder of Warrants of the
invalidity of any exercise of Warrants.



     As used herein, the term “Business Day” means any day that is not a Saturday or Sunday and is
not a United States federal holiday or a day on which banking institutions generally are authorized
or obligated by law or regulation to close in New York City.





 




			
	1	 	Bracketed text to be included in warrants
included in the units issued to Acquicor Management LLC pursuant to the Private
Placement Unit Purchase Agreement, dated as _____________, 2006, between the
Company, ThinkEquity Partners LLC and Acquicor Management LLC.




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     As used herein, the term “Business Combination” shall mean the acquisition by the Company,
whether by merger, capital stock exchange, stock purchase, asset acquisition or other similar
business combination, of one or more domestic and/or foreign
operating businesses in the technology, multimedia and networking
sectors (collectively,
the “Target Business”) having a fair market value (as calculated in accordance with
the Company’s Amended and Restated Certificate of
Incorporation), either individually or collectively, of at least 80% of the
Company’s net assets at the time of such merger, capital stock exchange, stock purchase, asset
acquisition or other similar business combination; provided, that any acquisition of multiple
operating businesses shall occur contemporaneously with one another.



     Warrants may be exercised only in whole numbers of Warrants. No fractional shares of Common
Stock are to be issued upon the exercise of any Warrant, but rather the number of shares of Common
Stock to be issued shall be rounded up to the nearest whole number. If fewer than all of the
Warrants evidenced by this Warrant Certificate are exercised, a new Warrant Certificate for the
number of Warrants remaining unexercised shall be executed by the Company and countersigned by the
Warrant Agent, as provided in Section 2 of the Warrant Agreement, and delivered to the holder of
this Warrant Certificate at the address specified on the books of the Warrant Agent or as otherwise
specified by such Registered Holder.



     This Warrant Certificate is issued under and in accordance with the Warrant Agreement, dated
as of ________________, 2006 (the “Warrant Agreement”), between the Company and the Warrant Agent and
is subject to the terms and provisions contained in the Warrant Agreement, all of which terms and
provisions the holder of this Warrant Certificate and the beneficial owners of the Warrants
represented by this Warrant Certificate consent to by acceptance hereof. Copies of the Warrant
Agreement are on file and can be inspected at the above-mentioned office of the Warrant Agent and
at the office of the Company at 4910 Birch St. #102, Newport Beach, California 92660.



     At any time during the Exercise Period, the Company may, at its option, redeem all (but not
part) of the then outstanding Warrants upon giving notice in accordance with the terms of the
Warrant Agreement (the “Redemption Notice”), at a price of $0.01 per Warrant (the “Redemption
Price”); provided, that the last sales price of the Shares is at least $8.50 per Share, for any
twenty (20) trading days within a thirty (30) trading day period ending on the third Business Day
prior to the date on which the Redemption Notice is given. In the event the Company shall elect to
redeem all of the then outstanding Warrants, the Company shall fix a date for such redemption (the
"Redemption Date”); provided, that such date shall occur prior to the expiration of the Exercise
Period. The Warrants may be exercised in accordance with the terms of this Agreement at any time
after a Redemption Notice shall have been given by the Company; provided, however, that no Warrants
may be exercised subsequent to the expiration of the Exercise Period; provided, further, that all
rights with respect to the Warrants shall cease on the Redemption Date, other than to the right to
receive the Redemption Price.



     The accrual of dividends, if any, on the Shares issued upon the valid exercise of any Warrant
will be governed by the terms generally applicable to such Shares. From and after the issuance of
such Shares, the former holder of the Warrants exercised will be entitled to the



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benefits generally available to other holders of Shares and such former holder’s right to
receive payments of dividends and any other amounts payable in respect of the Shares shall be
governed by, and shall be subject to, the terms and provisions generally applicable to such Shares.



     The Exercise Price and the number of Shares purchasable upon the exercise of each Warrant
shall be subject to adjustment as provided pursuant to Section 4 of the Warrant Agreement.



     Prior to the Detachment Date, the Warrants represented by this Warrant Certificate may only be
exchanged or transferred together with the Shares to which such Warrant is attached (together, a
"Unit”), and only for the purpose of effecting, or in conjunction with, an exchange or transfer of
such Unit. Additionally, prior to the Detachment Date, each transfer of such Unit on the register
of the Units shall operate also to transfer the Warrants included in such Units. From and after
the Detachment Date, the above provisions shall be of no further force and effect. Upon due
presentment for registration of transfer or exchange of this Warrant Certificate at the stock
transfer division of the Warrant Agent, the Company shall execute, and the Warrant Agent shall
countersign and deliver as provided in Section 5 of the Warrant Agreement, in the name of the
designated transferee, one or more new Warrant Certificates of any authorized denomination
evidencing in the aggregate a like number of unexercised Warrants, subject to the limitations
provided in the Warrant Agreement.



     Neither this Warrant Certificate nor the Warrants evidenced hereby shall entitle the holder
hereof or thereof to any of the rights of a holder of the Shares, including, without limitation,
the right to receive dividends, if any, or payments upon the liquidation, dissolution or winding up
of the Company or to exercise voting rights, if any.



     The Warrant Agreement and this Warrant Certificate may be amended as provided in the Warrant
Agreement including, under certain circumstances described therein, without the consent of the
holder of this Warrant Certificate or the Warrants evidenced thereby.



     THIS WARRANT CERTIFICATE AND ALL RIGHTS HEREUNDER AND UNDER THE WARRANT AGREEMENT SHALL BE
GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS FORMED AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD
REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.



     This Warrant Certificate shall not be entitled to any benefit under the Warrant Agreement or
be valid or obligatory for any purpose, and no Warrant evidenced hereby may be exercised, unless
this Warrant Certificate has been countersigned by the manual signature of the Warrant Agent.



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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.



Dated as of ________ __, 2006




	 	 	 	 	 
	 	Acquicor Technology Inc.

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



Continental Stock Transfer

     & Trust Company,

     as Warrant Agent




By:
_________________________________

Authorized Officer





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[REVERSE]




Instructions for Exercise of Warrant




     To exercise the Warrants evidenced hereby, the holder or Participant must, by 5:00 P.M., New
York City time on the specified Exercise Date, deliver to the Warrant Agent at its stock transfer
division, a certified or official bank check or a wire transfer in immediately available funds, in
each case payable to the Warrant Agent at Account No. ________________, in an amount equal to the Exercise
Price in full for the Warrants exercised. In addition, the Warrant holder or Participant must
provide the information required below and deliver this Warrant Certificate to the Warrant Agent at
the address set forth below and the Book-Entry Warrants to the Warrant Agent in its account with
the Depository designated for such purpose. The Warrant Certificate and this Election to Purchase
must be received by the Warrant Agent by 5:00 P.M., New York time, on the specified Exercise Date.



ELECTION TO PURCHASE

TO BE EXECUTED IF WARRANT HOLDER DESIRES

TO EXERCISE THE WARRANTS EVIDENCED HEREBY




     The
undersigned hereby irrevocably elects to exercise, on
_______________________ , __________________________  (the “Exercise
Date”), ________________________  Warrants, evidenced by this Warrant Certificate, to purchase
____________  shares of the Common Stock (each a “Share”) of Acquicor Technology Inc., a
Delaware corporation (the “Company”), and represents that, on or before the Exercise Date, such
holder has tendered payment for such Shares by certified or official bank check or bank wire
transfer in immediately available funds to the order of the Company c/o Continental Stock Transfer
& Trust Company, 17 Battery Place, New York, New York 10004, in
the amount of $__________ in
accordance with the terms hereof. The undersigned requests that said number of Shares be in fully
registered form, registered in such names and delivered, all as specified in accordance with the
instructions set forth below.



     If said number of Shares is less than all of the Shares purchasable hereunder, the undersigned
requests that a new Warrant Certificate evidencing the remaining balance of the Warrants evidenced
hereby be issued and delivered to the holder of the Warrant Certificate unless otherwise specified
in the instructions below.



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	Dated:
________________, _______, _______________ 


	 	 
	     Name
____________________
	 	(Please Print)
	____________
/
/  /  /  -/  /  /-/  /  /  /  /
	 	 
	 
	 	 
	(Insert Social Security
	 	 
	or Other Identifying
	 	 
	Number of Holder)

	 	Address _______________________
 
	 
	 	                 _______________________







     Signature
_______________________ 





     This Warrant may only be exercised by presentation to the Warrant Agent at one of the
following locations:



     By hand at:



     By mail at:



     The method of delivery of this Warrant Certificate is at the option and risk of the exercising
holder and the delivery of this Warrant Certificate will be deemed to be made only when actually
received by the Warrant Agent. If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. In all cases, sufficient time should be allowed to
assure timely delivery.



(Instructions as to form and delivery of Shares and/or Warrant Certificates)




	 	 	 
	Name in which Shares
are to be registered if other than
in the name of the registered holder
of this Warrant Certificate:

	 	_________________________
	 
	 	 
	Address to which Shares
are to be mailed if other than to the
address of the registered holder of
this Warrant Certificate as shown on
the books of the Warrant Agent:

	 	_________________________

(Street Address)
	 

	 	_________________________

(City and State) (Zip Code)
	 
	 	 
	Name in which Warrant Certificate
evidencing unexercised Warrants, if any,
are to be registered if other than in the
name of the registered holder of this
Warrant Certificate:

	 	_________________________






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	Address to which certificate representing
unexercised Warrants, if any, are to be
mailed if other than to the address of
the registered holder of this Warrant
Certificate as shown on the books of
the Warrant Agent:

	 	
_________________________

(Street Address)



	 

	 	_________________________

(City and State) (Zip Code)
	 
	 	 
	 
	 	Dated:
	 
	 	 
	 

	 	_________________________

Signature

	 

	 	
Signature must conform in all respects to the
name of the holder as specified on the face of this
Warrant Certificate. If Shares, or a Warrant
Certificate evidencing unexercised Warrants, are to
be issued in a name other than that of the registered
holder hereof or are to be delivered to an address
other than the address of such holder as shown on the
books of the Warrant Agent, the above signature must
be guaranteed by a an Eligible Guarantor Institution
(as that term is defined in Rule 17Ad-15 of the
Securities Exchange Act of 1934, as amended).
	SIGNATURE GUARANTEE
	 	 
	Name of Firm_____________________
	 	 
	Address_________________________
	 	 
	Area Code
	 	 
	  and
Number_____________________
	 	 
	Authorized
	 	 
	Signature_______________________
	 	 
	Name__________________________
	 	 
	Title___________________________
	 	 
	Dated:__________________,
20____
	 	 






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ASSIGNMENT




(FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER

DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY)




FOR VALUE
RECEIVED, _______________________ HEREBY SELL(S), ASSIGN(S) AND
TRANSFER(S) UNTO ___________________________________________________________________________________________________



	 	 	 
	__________________________


(Please print name and address

	 	__________________________

(Please insert social security or
	including zip code of assignee)

	 	other identifying number of assignee)






the rights represented by the within Warrant Certificate and does hereby irrevocably constitute and
appoint ___________________ Attorney to transfer said Warrant Certificate on the books of the Warrant
Agent with full power of substitution in the premises.



Dated:




	 	 	 
	 

	 	 


	 

	 	Signature
	 

	 	(Signature must conform in all respects to the name of
the holder as specified on the face of this Warrant
Certificate and must bear a signature guarantee by an
Eligible Guarantor Institution (as that term is defined in
Rule 17Ad-15 of the Securities Exchange Act of 1934, as
amended).





	 	 	 
	SIGNATURE GUARANTEE
	 	 
	Name of Firm_____________________
	 	 
	Address_________________________
	 	 
	Area Code
	 	 
	  and
Number_____________________
	 	 
	Authorized
	 	 
	Signature_______________________
	 	 
	Name__________________________
	 	 
	Title___________________________
	 	 
	Dated:__________________,
20____
	 	 






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