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EXHIBIT 10.22
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.
No. 01 60,246 Warrants
WARRANT CERTIFICATE
WEIGHTWATCHERS.COM, INC.
THIS CERTIFIES THAT, Weight Watchers International, Inc., a Virginia
corporation ("WWI"), is the owner of 60,246 Warrants (the "Warrants") as
described above, transferable only on the books of WeightWatchers.com, Inc., a
Delaware corporation (the "Company"), by the holder thereof in person or by his
or her duly authorized attorney, on surrender of the Certificate properly
endorsed. Each Warrant entitles the holder thereof (the "Holder"), at its option
and subject to the provisions contained herein and in the Warrant Agreement,
dated as of November 24, 1999 (the "Warrant Agreement"), between the Company and
WWI, to purchase from the Company, one Warrant Share per Warrant at the exercise
price per share of $500.00 (the "Exercise Price"), or by Cashless Exercise. This
Warrant 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. The Warrant Agreement is hereby
incorporated herein by reference and made a part hereof. Reference is hereby
made to the Warrant Agreement for a full statement of the respective rights,
limitations of rights, duties and obligations of the Company and the Holders of
the Warrants. Capitalized terms used but not defined herein shall have the
meanings ascribed thereto in the Warrant Agreement. This Warrant Certificate
shall terminate and become void as of 5:00 p.m. on November 24, 2009 (the
"Expiration Date") or upon the exercise hereof as to all the shares of Common
Stock subject hereto. The Exercise Price and the number of Warrant Shares
purchasable upon exercise of the Warrants shall be subject to adjustment from
time to time as set forth in the Warrant Agreement.
Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof and such further provisions shall
for all purposes have the same effect
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as though fully set forth at this place.
THIS WARRANT CERTIFICATE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate
to be executed on behalf of the Company on the date set forth below.
Dated: November 24, 1999
WEIGHTWATCHERS.COM, INC.
By: /s/ Philippe Amouyal
________________________________
Name: Philippe Amouyal
Title: President
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[FORM OF REVERSE OF WARRANT CERTIFICATE]
This Warrant Certificate is issued under and in accordance with the
Warrant Agreement. A copy of the Warrant Agreement may be obtained for
inspection by the Holder hereof upon written request to the Company c/o The
Invus Group, Ltd., 135 East 57th Street, New York, New York 10022.
Warrants may be exercised at any time until 5:00 p.m., New York City
time on the Expiration Date. Subject to the terms of the Warrant Agreement, the
Warrants may be exercised in whole or in part by surrender of this Warrant
Certificate with the form of election to purchase Warrant Shares attached hereto
duly executed and with the simultaneous payment of the Exercise Price (i) in
cash to the Company at the office of the Company or (ii) by Cashless Exercise.
Payment of the Exercise Price in cash shall be made in cash or by certified or
official bank check payable to the order of the Company or by wire transfer of
same-day funds to an account designated by the Company for such purpose. Payment
by Cashless Exercise shall be made by the surrender of a Warrant or Warrants
represented by one or more Warrant Certificates and without payment of the
Exercise Price in cash, in exchange for the issuance of such number of shares of
Common Stock equal to the product of (1) the number of shares of Common Stock
for which such Warrants would otherwise then be nominally exercised if payment
of the Exercise Price were being made in cash and (2) the Cashless Exercise
Ratio.
The Warrant Agreement provides that upon the occurrence of certain
events the number of shares of Common Stock issuable upon the exercise of each
Warrant shall, subject to certain conditions, be adjusted.
In the event the Company enters into a Combination following which
this Warrant remains outstanding, the Holder hereof will be entitled to receive
upon exercise of the Warrants the shares of capital stock or other securities or
other property of such surviving entity as such Holder would have been entitled
to receive upon or as the result of such Combination had the Holder exercised
its Warrants immediately prior to such Combination; provided, however, that in
the event that, in connection with such Combination, consideration to holders of
shares of Common Stock in exchange for their shares is payable solely in cash or
in the event of the dissolution, liquidation or winding-up of the Company, the
Holder hereof will be entitled to receive distributions on an equal basis with
the holders of shares of Common Stock or other securities issuable upon exercise
of the Warrants, as if the Warrants had been exercised immediately prior to such
events, less the Exercise Price.
The Company may require payment of a sum sufficient to pay all
taxes, assessments or other governmental charges in connection with the transfer
or exchange of the Warrant Certificates pursuant to Section 3.6 of the Warrant
Agreement but not for any exchange or original issuance (not involving a
transfer) with respect to the exercise of the Warrants or the Warrant Shares.
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Upon any partial exercise of the Warrants, there shall be issued to
the Holder hereof a new Warrant Certificate in respect of the Warrant Shares as
to which the Warrants shall not have been exercised. This Warrant Certificate
may be exchanged at the office of the Company by presenting this Warrant
Certificate properly endorsed with a request to exchange this Warrant
Certificate for other Warrant Certificates evidencing an equal number of
Warrants. In the event any fractional Warrant Shares would have to be issued
upon the exercise of the Warrants, the Company may, at its option, pay an amount
in cash equal to the Current Market Value for one Warrant Share on the Business
Day immediately preceding the date the Warrant is exercised, multiplied by such
fraction, in lieu of issuing such fractional share.
The Warrants do not entitle any holder hereof to any of the rights
of a stockholder of the Company. All shares of Common Stock issuable by the
Company upon the exercise of the Warrants shall, upon such issue, be duly and
validly issued and fully paid and non-assessable.
The Holder of this Warrant Certificate may be deemed and treated by
the Company as the absolute owner of the Warrant Certificate for all purposes
whatsoever and the Company shall not be affected by notice to the contrary.
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FORM OF ELECTION TO PURCHASE WARRANT SHARES
(to be executed only upon exercise of Warrants)
[ ]
The undersigned hereby irrevocably elects to exercise ____________
Warrants at an exercise price per Warrant Share of $________ to acquire an equal
number of Warrant Shares on the terms and conditions specified in the within
Warrant Certificate and the Warrant Agreement therein referred to, surrenders
this Warrant Certificate and all right, title and interest therein to
WeightWatchers.com, Inc., and directs that the shares of Common Stock
deliverable upon the exercise of such Warrants be registered or placed in the
name and at the address specified below and delivered thereto.
Date: ________________, ____
_______________________________(1)
(Signature of Owner)
_______________________________
(Street Address)
_______________________________
(City) (State) (Zip Code)
--------
(1) The signature must correspond with the name as written upon the face of
the within Warrant Certificate in every particular, without alteration or
enlargement or any change whatever.
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Securities and/or check to be issued to:
Please insert social security or identifying number:
Name:
Street Address:
City, State and Zip Code:
Any unexercised Warrants evidenced by the within Warrant Certificate to be
issued to:
Please insert social security or identifying number:
Name:
Street Address:
City, State and Zip Code:
