efc7-2356_6288838ex43.htm


    Exhibit
      4.3

     

    


      [SUBJECT
        TO THE TERMS SET FORTH HEREIN, THIS WARRANT CERTIFICATE (I) CANNOT BE
        TRANSFERRED OR EXCHANGED UNTIL FIVE (5) TRADING DAYS AFTER THE EARLIER TO
        OCCUR
        OF THE TERMINATION OF THE UNDERWRITERS’ OVER-ALLOTMENT OPTION TO PURCHASE UP TO
        4,500,000 ADDITIONAL UNITS TO COVER OVER-ALLOTMENTS OR THE EXERCISE IN FULL
        BY
        THE UNDERWRITERS OF SUCH OPTION (THE “DETACHMENT DATE”) UNLESS
        INCLUDED WITH A SHARE OF COMMON STOCK OF NRDC ACQUISITION CORP. AS PART OF
        A
        UNIT AND (II) CANNOT BE EXERCISED IN WHOLE OR IN PART UNTIL THE LATER OF
        THE COMPANY’S CONSUMMATION OF A BUSINESS COMBINATION OR [___________],
        2008.]1

       

    

    EXERCISABLE
      ONLY IF COUNTERSIGNED BY THE WARRANT

    AGENT
      AS
      PROVIDED HEREIN.

     

    Warrant
      Certificate evidencing

     

    Warrants
      to Purchase Common Stock, par value $.0001, as described herein.

     

    NRDC
      ACQUISITION CORP.

     

    
      
        	No. ___________ 	
                 CUSIP
                  No. [________]

              


      

    

     

    VOID
      AFTER 5:00 P.M., NEW YORK CITY TIME, ON [_________],
      2011,

    OR
      UPON EARLIER REDEMPTION (IF APPLICABLE)

     

    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 NRDC Acquisition Corp.,
      a
      Delaware corporation (the “Company”), one (1) 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 $7.50 initially, subject to
      adjustments as set forth in the Warrant Agreement.

     

    Subject
      to the terms of the Warrant Agreement (as defined below), 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
      consummation of a Business Combination (as defined below) or [_________], 2008
      and ending at 5:00 P.M., New York City time, on the earlier to occur of
      [___________], 2011 or the Redemption Date, if applicable (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.

     

    
      
        Notwithstanding
          the above, Warrants issued as part of the co-investment units sold by the
          Company to NRDC Capital Management, LLC (the “Co-Investment
          Warrants”) may only be exercised after the date on which the last sales
          price of the Company’s common stock on the American Stock Exchange, or other
          national securities exchange on which the Company’s common stock may be traded,
          equals or exceeds $14.25 per share for any 20 trading days within any
          30-trading-day period beginning at least 90 calendar days after the Company’s
          consummation of a Business Combination (as defined below). Co-Investment
          Warrants are not redeemable by the Company.

      



    
      

        

      

       1 
        To be included only in Warrant Certificates representing Warrants sold in
        the
        Company’s public offering.

    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
       

      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 (the “Exercise
        Date”) 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, (ii) an election to purchase (“Election to
        Purchase”), properly executed by the holder hereof on the reverse of
        this Warrant Certificate (the “Participant”) substantially in
        the form included on the reverse of this Warrant, as applicable 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 with
        respect to Warrants issued and sold in a private placement prior to the
        completion of the Company’s Initial Public Offering (as defined in the Warrant
        Agreement) and the Co-Investment Warrants, so long as any such Warrants are
        held
        by their original purchaser or its permitted transferrees, the
        holder of this Warrant Certificate may, in lieu of payment of the Exercise
        Price, surrender its Warrants for that number of shares of Common Stock equal
        to
        the quotient obtained by dividing (x) the product of the number of shares
        of
        Common Stock underlying the surrendered Warrants, multiplied by 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 Common
        Stock for the 10 trading days ending on the 3rd trading day prior to the
        date on
        which the Election to Purchase is sent to the Warrant
        Agent]2.  If
        any of (a) this Warrant Certificate, (b) the Election to Purchase, or (c)
        the Exercise Price therefor [or surrendered
        Warrants], is received by the Warrant Agent after
        5:00 P.M., New York City time, 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.  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.

     

    As
      used
      herein, the term “Business Combination” shall mean the initial
      acquisition by the Company of one or more operating businesses through a merger,
      capital stock exchange, stock purchase, asset acquisition or other similar
      business combination having collectively, a fair market value (as calculated
      in
      accordance with the Company’s Second Amended and Restated Certificate of
      Incorporation, as the same may be amended from time to time) of at least 80%
      of
      the amount in the trust account established by the Company at the completion
      of
      its initial public offering (excluding the Underwriters’ (as defined in the
      Warrant Agreement) deferred discount) at the time of such
      acquisition.

     

    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.

     

    Notwithstanding
      the foregoing, the Company shall not be obligated to deliver any Shares 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 “Securities Act”), with respect to the Shares is
      effective and a  

    
 

    
      

    

     2
      To be included only in Warrant Certificates representing (i) Warrants issued
      in
      the private placement or (ii) the Co-Investment Warrants, in both instances
      only
      so long as held by the original holder or a permitted transferee.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    current
      prospectus is on file with the Commission. In
      the event that a registration statement with respect to the Shares underlying a Warrant is not effective under the
      Securities Act or
      a current prospectus is not on file with the Commission, the holder of such
      Warrant shall not be entitled to exercise such Warrant. Notwithstanding anything
      to the contrary in the Warrant Agreement (as defined below) and this Warrant
      Certificate, under no circumstances will the Company be required to net cash
      settle a Warrant exercise. Warrants may not be exercised by, or Shares issued
      to, any registered holder in any state in which such exercise or issuance would
      be unlawful. For the avoidance of doubt, as a result of Section 3.3.4 of the
      Warrant Agreement and the foregoing, any or all of the Warrants may expire
      unexercised.

     

    This
      Warrant Certificate is issued under and in accordance with the Warrant
      Agreement, dated as of [________], 2007 (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 and the beneficial
      owners of the Warrants represented by this Warrant Certificate consent 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 3 Manhattanville Road, Purchase, NY 10577.

     

    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 the price of $0.01 per Warrant (the “Redemption Price”);
provided, that the last sales price of the Common Stock on
      the American
      Stock Exchange, or other principal market on which the Common Stock may be
      traded, equals or exceeds $14.25 per share (subject to adjustment as provided
      in
      the Warrant Agreement) for any 20 trading days within a 30 trading day period
      ending three business days prior to the date on which the Redemption Notice
      is
      given, and a registration statement under the Securities Act relating to shares
      of Common Stock issuable upon exercise of the Warrants is effective and expected
      to remain effective to and including the Redemption Date (as defined below)
      and
      a prospectus relating to the shares of Common Stock issuable upon exercise
      of
      the Warrants is available for use to and including the Redemption
      Date.  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
      whatsoever with respect to the Warrants shall cease on the Redemption Date,
      other than to the right to receive the Redemption Price.  Notwithstanding
      the foregoing, the Co-Investment Warrants are not redeemable by the
      Company.

     

    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 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
      be
      exchanged or transferred only 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.3

    

      

    

    
      3 To
        be included
        only in Warrant Certificates representing Warrants sold in the Company’s public
        offering.

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
       

      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 hereby.

       

      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 or facsimile signature of the Warrant Agent.

     

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

     

    Dated
      as
      of __________, 2007

     

    
      	 	NRDC
              Acquisition Corp.	 
	 	 	 	 
	
               

            	
              By:
                

            	 	 
	 	 	
              Authorized
                Officer

            	 
	 	 	 	 


    

     

     

    Continental
      Stock Transfer & Trust Company,

    
      	
               

            	
              as
                Warrant Agent

            


    

     

    By:  _________________________________

    
      	
            	
               

            	
              Authorized
                Officer

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    [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 the office of the Warrant Agent, or at the office of its
      successor as Warrant Agent, in the Borough of Manhattan, City of New York cash,
      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[; provided, however, that the holder of
      this Warrant Certificate may, in lieu of payment of the Exercise Price for
      the
      Warrants, surrender its Warrants for that number of shares of Common Stock
      equal
      to the quotient obtained by dividing (x) the product of the number of shares
      of
      Common Stock underlying the surrendered Warrants, multiplied by the difference
      between the Fair Market Value and the Exercise Price by (y) the Fair Market
      Value]4. 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.  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, _________________ of the shares of Common
      Stock (each a “Share”) of NRDC Acquisition Corp., a Delaware
      corporation (the “Company”), and represents that, on or before
      the Exercise Date, such holder has tendered payment for such Shares by cash,
      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[ or, at the
      election of the holder, so long as such holder is the original purchaser of
      such
      Warrants or its permitted transferees, the holder (in lieu of payment of the
      Exercise Price for the Warrants) has surrendered Warrants for that number of
      shares of Common Stock equal to the quotient obtained by dividing (x) the
      product of the number of shares of Common Stock underlying the surrendered
      Warrants, multiplied by the difference between the Fair Market Value and the
      Exercise Price by (y) the Fair Market Value in accordance with the terms
      hereof]5.  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.

     

    

      

    

    
      4 To
        be included only in Warrant Certificates representing (i) Warrants issued
        in the
        private placement or (ii) the Co-Investment Warrants, in both instances
        only so long as held by the original holder or a permitted
        transferee.

    

    5 To
      be included only in Warrant Certificates representing (i) Warrants issued in
      the
      private placement or (ii) the Co-Investment Warrants, in both instances only
      so
      long as held by the original holder or a permitted transferee.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    
      	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:	 	___________________________________
	 	 	 
	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 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___

            	 	 
	 	 	 


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    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 including zip
              code of
              assignee)	 	
               

              
                

              
(Please insert social security or 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___