FOR VALUE RECEIVED. hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) ___________________________ of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitutes and appoints Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises. Dated: --------------------- Signature Signature Guaranteed THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME AS 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. EXHIBIT B NO. WB ___ _____ WARRANTS CLASS B REDEEMABLE WARRANT CERTIFICATE CELLCOM TECH, INC. CUSIP ___________ THIS CERTIFIES THAT, FOR VALUE RECEIVED, ----------------------------- or registered assigns (the "Registered Holder") is the owner of the number of Class B Redeemable Warrants (the "Warrants") specified above. Each Warrant initially entitles the Registered Holder to purchase, subject to the terms and conditions set forth in this Certificate and the Warrant Agreement (as hereinafter defined), one fully paid and nonassessable share of Common Stock, $0.001 par value, of Cellcom Tech, Inc., a New York corporation (the "Company"), at any time from the Commencement Date (as hereinafter defined) to the Expiration Date (as hereinafter defined) upon the presentation and surrender of this Warrant Certificate with the Subscription Form on the reverse hereof duly executed, at the corporate office of Continental Stock Transfer & Trust Company, 2 Broadway, New York, New Yorx 00000, xx Xxxxxxx Xxxxx, xx xxx xxccessor (the "Warrant Agent"), accompanied by payment of $3.50 per share, subject to adjustment (the "Purchase Price"), in lawful money of the United States of America in cash or by check made payable to the Warrant Agent for the account of the Company. This Warrant Certificate and each Warrant represented hereby are issued pursuant to and are subject in all respects to the terms and conditions set forth in the Warrant Agreement (the "Warrant Agreement"), dated as of ____________, 200_, by and between the Company and the Warrant Agent. In the event of certain contingencies provided for in the Warrant Agreement, the Purchase Price and the number of shares of Common Stock subject to purchase upon the exercise of each Warrant represented hereby are subject to modification or adjustment. Each Warrant represented hereby is exercisable at the option of the Registered Holder, but no fractional interests will be issued. In the case of the exercise of less than all the Warrants represented hereby, the Company shall cancel this Warrant Certificate upon the surrender hereof and shall execute and deliver a new Warrant Certificate or Warrant Certificates of like tenor, which the Warrant Agent shall countersign, for the balance of such Warrants.
Appears in 1 contract
Samples: Warrant Agreement (Cellcom Tech Inc)
FOR VALUE RECEIVED. hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER ------------------------ ----------------------------------------------------------------- (please Please print or type name and addressaddress of transferee) ___________________________ of the Warrants represented by ----------------------------------------------------------------- this Warrant Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitutes constitute and appoints Attorney appoint Attorney, to transfer this Warrant the within ----------------------- Right Certificate on the books of the within-named Company, with full power of substitution in the premisessubstitution. Dated: --------------------- , 19 ---------------------- -- ------------------------------ Signature Signature Guaranteed THE SIGNATURE Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. ----------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature ----------------------------------------------------------------- B-4 Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULARPURCHASE ----------------------------- (To be executed if holder desires to exercise the Right Certificate.) To PHILLIPS PETROLEUM COMPANY The undersixxxx xxxeby irrevocably elects to exercise Rights represented by this ----------------------------- Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number ----------------------------------------------------------------- (Please print name and address) ----------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, 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 EXCHANGEa new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ----------------------------------------------------------------- (Please print name and address) ----------------------------------------------------------------- Dated: , NEW YORK STOCK EXCHANGE19 ----------------- -- ------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, PACIFIC STOCK EXCHANGE OR MIDWEST STOCK EXCHANGEa member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. EXHIBIT B NOForm of Reverse Side of Right Certificate -- continued ----------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). WB ___ _____ WARRANTS CLASS B REDEEMABLE WARRANT CERTIFICATE CELLCOM TECH------------------------------ Signature ----------------------------------------------------------------- NOTICE ------ The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, INCwithout alteration or enlargement or any change whatsoever. CUSIP ___________ THIS CERTIFIES THATIn the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, FOR VALUE RECEIVEDas the case may be, ----------------------------- or registered assigns (is not completed, the "Registered Holder") is Company and the Rights Agent will deem the beneficial owner of the number of Class B Redeemable Warrants (the "Warrants") specified above. Each Warrant initially entitles the Registered Holder Rights evidenced by this Right Certificate to purchase, subject to the terms and conditions set forth in this Certificate and the Warrant Agreement be an Acquiring Person or an Affiliate or Associate thereof (as hereinafter defined)defined in the Rights Agreement) and such Assignment or Election to Purchase will be honored. Exhibit C --------- SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On July 10, one fully paid and nonassessable share 1989, the Board of Common Stock, $0.001 par value, Directors of Cellcom Tech, Inc., a New York corporation PHILLIPS PETROLEUM COMPANY (the "Company") declared a xxxxxxxd of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $1.25 per share (the "Common Shares"), at any time from of the Commencement Date Company. The dividend is payable on July 31, 1989 (as hereinafter definedthe "Record Date") to the Expiration Date (as hereinafter defined) upon stockholders of record on that date. Each Right entitles the presentation and surrender registered holder to purchase from the Company one one-hundredth of this Warrant Certificate with the Subscription Form on the reverse hereof duly executeda share of Series B Junior Participating Preferred Stock, at the corporate office of Continental Stock Transfer & Trust Company, 2 Broadway, New York, New Yorx 00000, xx Xxxxxxx Xxxxx, xx xxx xxccessor par value $1.00 per share (the "Warrant AgentPreferred Shares"), accompanied by payment of the Company at a price of $3.50 75.00 per share, subject to adjustment one one-hundredth of a Preferred Share (the "Purchase Price"), in lawful money subject to adjustment. The description and terms of the United States of America in cash or by check made payable to the Warrant Agent for the account of the Company. This Warrant Certificate and each Warrant represented hereby Rights are issued pursuant to and are subject in all respects to the terms and conditions set forth in the Warrant a Rights Agreement (the "Warrant Rights Agreement"), dated as of ____________, 200_, by and ) between the Company and Manufacturers Hanover Trust Company, as Rights Agent (the Warrant "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired beneficial ownership of 20% or more of the outstanding Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 20% or more of such outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date, upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares, outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer o the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on July 31, 1999 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than referred to above). The number of outstanding Rights and the number of one one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in an such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per Common Share. In the event of certain contingencies provided for liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in the Warrant Agreementevent of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the Purchase Price and value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of Common Stock subject to purchase upon common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise of each Warrant represented hereby are subject to modification or adjustment. Each Warrant represented hereby is exercisable at the option price of the Registered Holder, but no fractional interests will be issuedRight. In the case event that (i) any person becomes an Acquiring Person (unless such person first acquires 20% or more of the outstanding Common Shares by a purchase pursuant to a tender offer for all of the Common Shares for cash, which purchase increases such person's beneficial ownership to 85% or more of the outstanding Common Shares) or (ii) during such time as there is an Acquiring Person, there shall be a reclassification of securities or a recapitalization or reorganization of the Company or other transaction or series of transactions involving the Company which has the effect of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its subsidiaries beneficially owned by the Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 20% or more of the outstanding Common Shares and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one Common Share, or one one-hundredth of a Preferred Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 20% or more of the outstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.0l per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. In addition, if a bidder who does not beneficially own more than 1% of the Common Shares (and who has not within the past year owned in excess of 1% of the Common Shares and, at a time he held such greater than 1% stake, disclosed, or caused the disclosure of, an intention which relates to or would result in the acquisition or influence of control of the Company) proposes to acquire all of the Common Shares (and all other shares of capital stock of the Company entitled to vote with the Common Shares in the election of directors or on mergers, consolidations, sales of all or substantially all of the Company's assets, liquidations, dissolutions or windings up) for cash at a price which a nationally recognized investment banker selected by such bidder states in writing is fair, and such bidder has obtained written financing commitments (or otherwise has financing) and complies with certain procedural requirements, then the Company, upon the request of the bidder, will hold a special stockholders meeting to vote on a resolution requesting the Board of Directors to accept the bidder's proposal. If a majority of the outstanding shares entitled to vote on the proposal vote in favor of such resolution, then for a period of 60 days after such meeting the Rights will be automatically redeemed at the Redemption Price immediately prior to the consummation of any tender offer for all of such shares at a price per share in cash equal to or greater than the price offered by such bidder; provided, however, -------- ------- that no redemption will be permitted or required after the acquisition by any person or group of affiliated or associated persons of beneficial ownership of 20% or more of the outstanding Common Shares. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower the threshold for exercisability of the Rights from 20% to not less than all the Warrants represented herebygreater of (i) the least percentage greater than the largest percentage of the outstanding Common Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons and (ii) 10%, except that from and after such time as any person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the Company shall cancel this Warrant Certificate upon holder thereof, as such, will have no rights as a stockholder of the surrender hereof Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and shall execute Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated July , 1989. A copy -- of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and deliver a new Warrant Certificate or Warrant Certificates of like tenoris qualified in its entirety by reference to the Rights Agreement, which the Warrant Agent shall countersign, for the balance of such Warrantsis hereby incorporated herein by reference.
Appears in 1 contract
FOR VALUE RECEIVED. hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER ------------------------------------- ------------------------------------------------------------------------------ (please Please print or type name and addressaddress of transferee) ___________________________ of the Warrants represented by this Warrant Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitutes constitute and appoints Attorney appoint ---------------------- Attorney, to transfer this Warrant the within Right Certificate on the books of the within-named Company, with full power of substitution in the premisessubstitution. Dated: --------------------- ----------------, ---- --------------------------------- Signature Signature Guaranteed Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. ----------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). --------------------------------- Signature ----------------------------------------------------------------------------- A-4 Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME AS 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. EXHIBIT B NO. WB ___ _____ WARRANTS CLASS B REDEEMABLE WARRANT CERTIFICATE CELLCOM TECHXxXXXX-XXXX COMPANIES, INC. CUSIP ___________ THIS CERTIFIES THATThe undersigned hereby irrevocably elects to exercise --------------- Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number ------------------------------------------------------------------------------ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, FOR VALUE RECEIVEDa new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ------------------------------------------------------------------------------ Dated: --------------, ----------------------------- ---- --------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or registered assigns a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate -- continued ----------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the "Registered Holder") Rights Agreement). ------------------------------ Signature ----------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the number of Class B Redeemable Warrants (the "Warrants") specified above. Each Warrant initially entitles the Registered Holder Rights evidenced by this Right Certificate to purchase, subject to the terms and conditions set forth in this Certificate and the Warrant Agreement be an Acquiring Person or an Affiliate or Associate thereof (as hereinafter defined)defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B --------- SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On July 29, one fully paid and nonassessable share 1998, the Board of Common StockDirectors of The XxXxxx-Xxxx Companies, $0.001 par value, of Cellcom Tech, Inc., a New York corporation Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $1.00 per share (the "Common Shares"), at any time from of the Commencement Date Company. The dividend is payable on August 14, 1998 (as hereinafter definedthe "Record Date") to the Expiration Date (as hereinafter defined) upon shareholders of record on that date. Each Right entitles the presentation and surrender registered holder to purchase from the Company one two-hundredth of this Warrant Certificate with the Subscription Form on the reverse hereof duly executeda share of Series A Preferred Stock, at the corporate office of Continental Stock Transfer & Trust Company, 2 Broadway, New York, New Yorx 00000, xx Xxxxxxx Xxxxx, xx xxx xxccessor par value $1.00 per share (the "Warrant AgentPreferred Shares"), accompanied by payment of the Company at a price of $3.50 300 per share, subject to adjustment one two-hundredth of a Preferred Share (the "Purchase Price"), in lawful money subject to adjustment. The description and terms of the United States of America in cash or by check made payable to the Warrant Agent for the account of the Company. This Warrant Certificate and each Warrant represented hereby Rights are issued pursuant to and are subject in all respects to the terms and conditions set forth in the Warrant a Rights Agreement (the "Warrant Rights Agreement"), dated as of ____________, 200_, by and ) between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the Warrant "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired beneficial ownership of 20% or more of the outstanding Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 20% or more of the outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on August 14, 2008 (the "Final Expiration Date"), unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one two-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $25 per share but will be entitled to an aggregate dividend of 200 times the dividend declared per Common Share. In the event of certain contingencies provided for liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 200 times the payment made per Common Share. Each Preferred Share will have 200 votes, voting together with the Common Shares. Finally, in the Warrant Agreementevent of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 200 times the amount received per Common Share. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the Purchase Price and value of the one two-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of Common Stock subject to purchase upon common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise of each Warrant represented hereby are subject to modification or adjustment. Each Warrant represented hereby is exercisable at the option price of the Registered Holder, but no fractional interests will be issuedRight. In the case event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the exercise Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of less than all 50% or more of the Warrants represented herebyoutstanding Common Shares, the Board of Directors of the Company shall cancel this Warrant Certificate upon may exchange the surrender hereof Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one Common Share, or one two-hundredth of a Preferred Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and shall execute and deliver privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a new Warrant Certificate or Warrant Certificates of like tenorPreferred Share, which may, at the Warrant Agent shall countersignelection of the Company, for be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the balance market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 20% or more of the outstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.005 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such Warrantstime on such basis with such conditions as the Board of Directors of the Company in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights.
Appears in 1 contract
FOR VALUE RECEIVED. hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) ___________________________ of the Warrants represented by ------------------------------ this Warrant Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitutes constitute and appoints Attorney appoint --------------------------, Attorney, to transfer this Warrant the within Right Certificate on the books of the within-named Company, with full power of substitution in the premisessubstitution. Dated: --------------------- ------------------- ----------------------------------------- (Signature) Signature Signature Guaranteed Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan institution or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ----------------------------------------- (Signature) B-4 Form of Reverse Side of Right Certificate - continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME AS 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. EXHIBIT B NO. WB ___ _____ WARRANTS CLASS B REDEEMABLE WARRANT CERTIFICATE CELLCOM TECHALPINE GROUP, INC. CUSIP ___________ THIS CERTIFIES THATThe undersigned hereby irrevocably elects to exercise -------------------- Rights represented by this Right Certificate to purchase the one one-hundredth of a share of Preferred Stock (or such other number or kind of securities of the Company or of any other person which may be issuable upon the exercise of such Rights) and requests that certificates for such shares be issued in the name of: Please insert social security or other identifying number (Please print name and address) If the number of Rights being exercised hereunder are not all the Rights evidenced by this Right Certificate, FOR VALUE RECEIVEDa new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number (Please print name and address) Dated: Signature: --------------- Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, ----------------------------- stockbroker, savings and loan institution or registered assigns credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C --------- SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On February 17, 1999, the Board of Directors of The Alpine Group, Inc. (the "Registered HolderCompany") is the owner declared a dividend distribution of the number of Class B Redeemable Warrants one preferred stock purchase right (the a "WarrantsRight") specified above. Each Warrant initially entitles the Registered Holder to purchase, subject to the terms and conditions set forth in this Certificate and the Warrant Agreement (as hereinafter defined), one fully paid and nonassessable for each outstanding share of Common Stock, $0.001 .10 par value, of Cellcom Tech, Inc., a New York corporation the Company (the "CompanyCommon Shares"), payable to the stockholders of record on March 1, 1999 (the "Record Date"). The Board of Directors also authorized and directed the issuance of one Right with respect to each Common Share issued thereafter until the Distribution Date (as defined below) (or the earlier redemption or expiration of the Rights). Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, $1.00 par value (the "Preferred Shares"), at any time from the Commencement Date (as hereinafter defined) to the Expiration Date (as hereinafter defined) upon the presentation and surrender of this Warrant Certificate with the Subscription Form on the reverse hereof duly executed, at the corporate office of Continental Stock Transfer & Trust Company, 2 Broadway, New York, New Yorx 00000, xx Xxxxxxx Xxxxx, xx xxx xxccessor (the "Warrant Agent"), accompanied by payment a price of $3.50 per share75.00, subject to adjustment (the "Purchase Price"), in lawful money . The description and terms of the United States of America in cash or by check made payable to the Warrant Agent for the account of the Company. This Warrant Certificate and each Warrant represented hereby Rights are issued pursuant to and are subject in all respects to the terms and conditions set forth in the Warrant a Rights Agreement (the "Warrant Rights Agreement") between the Company and the American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent"), dated as of ____________February 17, 200_1999. Initially, the Rights will be attached to all certificates representing Common Shares then outstanding, and no separate Right Certificates will be distributed. The Rights will separate from the Common Shares upon the earliest to occur of (i) the tenth day after a person or entity (a "Person") or group of affiliated or associated Persons (a "Group") having acquired beneficial ownership of 15% or more of the outstanding Common Shares (except pursuant to a Permitted Offer, as hereinafter defined); or (ii) 10 business days (or such later date as the Board of Directors may determine) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in a Person or Group becoming an Acquiring Person (as hereinafter defined) (the earliest of such dates being called the "Distribution Date"). A Person or Group whose acquisition of Common Shares causes a Distribution Date pursuant to clause (i) above is an "Acquiring Person." The date that a Person or Group becomes an Acquiring Person is the "Stock Acquisition Date." Notwithstanding the foregoing, stockholders who currently own in excess of 15% of the outstanding Common Shares and their affiliates, associates and permitted transferees will not be deemed to be Acquiring Persons and their ownership will not cause a Distribution Date unless they acquire additional Common Shares equal to more than 20% of the number of Common Shares owned by them on the date of the Rights Agreement. In addition, a Person who acquires Common Shares pursuant to a tender or exchange offer which is for all outstanding Common Shares at a price and between on terms which the Board of Directors determines (prior to acquisition) to be adequate and in the best interests of the Company and its stockholders (other than such Person, its affiliates and associates) (a "Permitted Offer") will not be deemed to be an Acquiring Person and such Person's ownership will not constitute a Distribution Date. The Preferred Shares purchasable upon exercise of the Warrant AgentRights will have a minimum preferential quarterly dividend of $1.00 per share, but will be entitled to receive, in the aggregate, a dividend of 100 times the dividend declared on the Common Shares. In the event of certain contingencies provided for liquidation, the holders of the Preferred Shares will be entitled to receive a minimum liquidation payment of $100 per share, but will be entitled to receive an aggregate liquidation payment equal to 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. In the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount and type of consideration received per Common Share. The rights of the Preferred Shares as to dividends and liquidation, and in the Warrant Agreementevent of mergers and consolidation, are protected by customary anti-dilution provisions. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date upon the transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date (and to each initial record holder of certain Common Shares issued after the Distribution Date), and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date, and will expire at the close of business on February 17, 2009, unless earlier redeemed by the Company as described below. In the event that any person becomes an Acquiring Person, each holder of Rights (other than Rights that have become null and void as described below) will thereafter have the right (the "Flip-In Right") to receive, upon exercise of such Rights, the number of Common Shares (or, in certain circumstances, other securities of the Company) having a value (immediately prior to such triggering event) equal to two times the aggregate exercise price of such Rights. For example, if a Person became an Acquiring person at a time when the current per share market price of the Company's Common Shares is $20 and the Purchase Price was $100, each holder of a Right (other than a Right which has become null and void as described herein) would have the right to receive ten Common Shares upon exercise of the Right and payment of the Purchase Price of $100. Following the occurrence of the event described above, all Rights that are or (under certain circumstances specified in the Rights Agreement) were beneficially owned by any Acquiring Person or any affiliate or associate thereof or certain transferees thereof will be null and void. The Board, at its option, may at any time after any Person becomes an Acquiring Person exchange all or part of the then issued and outstanding Rights (other than those that have become null and void as described above) for Common Shares at an exchange ratio of one Common Share per Right in lieu of the Flip-In Right, provided no Person is the beneficial owner of 50% or more of the Common Shares at the time of such exchange. In the event that, at any time following the Stock Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction in which the holders of all of the outstanding Common Shares immediately prior to the consummation of the transaction are not the holders of all of the surviving corporation's voting power, or (ii) more than 50% of the Company's assets or earning power is sold or transferred, then each holder of Rights (except Rights which previously have been voided as set forth above) shall thereafter have the right (the "Flip-Over Right") to receive, upon exercise of such Rights, common shares of the acquiring company (or in certain circumstances, its parent) having a value equal to two times the aggregate exercise price of the Rights. The Flip-Over Right shall not apply to any transaction described in clause (i) if such transaction is with a Person or Persons (or a wholly owned subsidiary of any such Person or Persons) that acquired Common Shares pursuant to a Permitted Offer and the price and form of consideration offered in such transaction is the same as that paid to all holders of Common Shares whose shares were purchased pursuant to the Permitted Offer. The holder of a Right will continue to have the Flip-Over Right whether or not such holder exercises or surrenders the Flip- In Right. The Purchase Price payable, and the number of shares of Common Stock subject to purchase Shares or other securities issuable, upon the exercise of each Warrant represented hereby the Rights are subject to modification adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or adjustment. Each Warrant represented hereby is exercisable at a subdivision, combination or reclassification of, the option Common Shares, (ii) upon the grant to holders of the Registered HolderCommon Shares of certain rights or warrants to subscribe for or purchase Common Shares at a price, but or securities convertible into Common Shares with a conversion price, less than the then current market price of the Common Shares, or (iii) upon the distribution to holders of the Common Shares of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no fractional interests adjustment in the Purchase Price will be issuedrequired until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. In No fractional Common Shares will be issued and, in lieu thereof, an adjustment in cash will be made based on the case market price of the exercise Common Shares on the last trading day prior to the date of less than all exercise. At any time prior to the Warrants represented herebyearlier to occur of (i) a person becoming an Acquiring Person or (ii) the expiration of the Rights, the Company shall cancel this Warrant Certificate upon may redeem the surrender hereof and shall execute and deliver a new Warrant Certificate or Warrant Certificates of like tenorRights in whole, which the Warrant Agent shall countersignbut not in part, for the balance of such Warrants.at
Appears in 1 contract
FOR VALUE RECEIVED. hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER -------------------------------------------------------------------------------- (please Please print or type name and addressaddress of transferee) this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________, Attorney, to transfer the within Warrant Certificate on the books of the within-named Company, with full power of substitution. Dated: Signature: -------------------------------- (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate) ------------------------------- ------------------------------- (Insert Social Security or Other Identifying Number of Assignee) EXHIBIT B THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) UPON THE DELIVERY BY THE HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:00 P.M., NEW YORK TIME, ____________ of the , 2002 No. W-1 125,000 Warrants represented by this Warrant Certificate, and hereby irrevocably constitutes and appoints Attorney to transfer this WARRANT CERTIFICATE This Warrant Certificate on certifies that XX Xxxxxxxx & Co., Inc., or registered assigns, is the books registered holder of the Company125,000 Warrants to purchase, with full power of substitution in the premises. Dated: --------------------- Signature Signature Guaranteed THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME AS 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. EXHIBIT B NO. WB ___ _____ WARRANTS CLASS B REDEEMABLE WARRANT CERTIFICATE CELLCOM TECH, INC. CUSIP at any time from _______, 1997 until 5:00 P.M. New York City time on ____ THIS CERTIFIES THAT____, FOR VALUE RECEIVED2002 ("Expiration Date"), ----------------------------- or registered assigns an aggregate of up to 125,000 common stock purchase warrants, each common stock purchase warrant entitling the holder thereof to purchase one share of common stock, no par value (collectively, the "Registered Holder") is the owner of the number of Class B Redeemable Warrants (the "Underlying Warrants") specified above. Each Warrant initially entitles the Registered Holder to purchase, subject to the terms and conditions set forth in this Certificate and the Warrant Agreement (as hereinafter defined), one fully paid and nonassessable share of Common Stock, $0.001 par value, of Cellcom TechGroup Long Distance, Inc., a New York Florida corporation (the "Company"), at any time from an initial exercise price, subject to adjustment in certain events (the Commencement Date (as hereinafter defined) to the Expiration Date (as hereinafter defined) "Exercise Price"), of $.11 per Underlying Warrant, upon the presentation and surrender of this Warrant Certificate with the Subscription Form on the reverse hereof duly executed, at the corporate office of Continental Stock Transfer & Trust Company, 2 Broadway, New York, New Yorx 00000, xx Xxxxxxx Xxxxx, xx xxx xxccessor (the "Warrant Agent"), accompanied by and payment of $3.50 per share, subject to adjustment (the "Purchase Price"), in lawful money of the United States of America in cash Exercise Price at an office or by check made payable to the Warrant Agent for the account agency of the Company. This Warrant Certificate and each Warrant represented hereby are issued pursuant to and are , but subject in all respects to the terms and conditions set forth herein and in the Warrant Agreement (the "Warrant Agreement"), warrant agreement dated as of _______, 1997 between the Company and XX Xxxxxxxx & Co., Inc. (the "Warrant Agreement"). Payment of the Exercise Price may be made in cash, or by certified or official bank check in New York Clearing House funds payable to the order of the Company, or any combination thereof. The Underlying Warrants issuable upon exercise of the Warrants will be exercisable at any time from _______, 2001998 until 5:00 P.M. Eastern Time _______, 2000 each Underlying Warrant entitling the holder thereof to purchase one fully-paid and non-assessable share of common stock of the Company, at an initial exercise price, subject to adjustment in certain events, of $5.94 per share. The Underlying Warrants are issuable pursuant to the terms and provisions of a certain agreement dated as of _______, 1997 by and between among the Company, XX Xxxxxxxx & Co., Inc. and Continental Stock Transfer & Trust Company (the "Public Warrant Agreement"). The Public Warrant Agreement is hereby incorporated by reference in and the Warrant Agent. In the event made a part of certain contingencies this instrument and is hereby referred to (except as otherwise provided for in the Warrant Agreement, the Purchase Price and the number of shares of Common Stock subject to purchase upon the exercise of each Warrant represented hereby are subject to modification or adjustment. Each Warrant represented hereby is exercisable at the option ) for a description of the Registered Holderrights, but no fractional interests will limitations of rights, manner of exercise, anti-dilution provisions and other provisions with respect to the Underlying Warrants. No Warrant may be issued. In exercised after 5:00 P.M., New York City time, on the case of the exercise of less than Expiration Date, at which time all the Warrants represented evidenced hereby, the Company unless exercised prior thereto, shall cancel this Warrant Certificate upon the surrender hereof and shall execute and deliver a new Warrant Certificate or Warrant Certificates of like tenor, which the Warrant Agent shall countersign, for the balance of such Warrantsthereafter be void.
Appears in 1 contract
FOR VALUE RECEIVED. hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER _____________________________________________________ ________________________________________________________________________________ (please Please print name and address of transferee) ________________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ________________________ 200__ _________________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or type an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________________, 200__ _________________________________ Signature Signature Guaranteed: -4- 50 [Form of Reverse Side of Rights Certificate--Continued] FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) TO: PERKINELMER, INC. The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: Please insert social security or other identifying number ____________________________________________________ ________________________________________________________________________________ (Please print name and address) ___________________________ of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitutes and appoints Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises. Dated: --------------------- Signature Signature Guaranteed THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME AS 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. EXHIBIT B NO. WB ___ _____ WARRANTS CLASS B REDEEMABLE WARRANT CERTIFICATE CELLCOM TECH, INC. CUSIP __________________________________________________ THIS CERTIFIES THAT, FOR VALUE RECEIVED, ----------------------------- or registered assigns (the "Registered Holder") is the owner of the If such number of Class B Redeemable Warrants (Rights shall not be all the "Warrants") specified above. Each Warrant initially entitles the Registered Holder to purchase, subject to the terms and conditions set forth in Rights evidenced by this Certificate and the Warrant Agreement (as hereinafter defined), one fully paid and nonassessable share of Common Stock, $0.001 par value, of Cellcom Tech, Inc.Rights Certificate, a New York corporation (the "Company"), at any time from the Commencement Date (as hereinafter defined) to the Expiration Date (as hereinafter defined) upon the presentation and surrender of this Warrant new Rights Certificate with the Subscription Form on the reverse hereof duly executed, at the corporate office of Continental Stock Transfer & Trust Company, 2 Broadway, New York, New Yorx 00000, xx Xxxxxxx Xxxxx, xx xxx xxccessor (the "Warrant Agent"), accompanied by payment of $3.50 per share, subject to adjustment (the "Purchase Price"), in lawful money of the United States of America in cash or by check made payable to the Warrant Agent for the account balance of the Company. This Warrant Certificate and each Warrant represented hereby are issued pursuant to and are subject in all respects to the terms and conditions set forth such Rights shall be registered in the Warrant Agreement name of and delivered to: Please insert social security or other identifying number ____________________________________________________ ________________________________________________________________________________ (the "Warrant Agreement"), dated as of Please print name and address) ________________________________________________________________________________ Dated: _____________________, 200__ _________________________________ Signature Signature Guaranteed: The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ________________________ 200__ _________________________________ Signature Signature Guaranteed: NOTICE The signature to the foregoing Form of Assignment or Form of Election to Purchase must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On January 25, 1995, the Board of Directors of EG&G, Inc. (the "Company") declared a dividend of one preferred stock purchase right (a "Right") for each outstanding share of the Company's Common Stock to stockholders of record at the close of business on February 8, 1995 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth of a share (a "Unit") of Series C Junior Participating Preferred Stock, $1.00 par value (the "Preferred Stock"), at a purchase price of $60.00 in cash per Unit (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of January 25, 1995 (the "Rights Agreement") between the Company and The First National Bank of Boston, as Rights Agent. Initially, the Warrant AgentRights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. The Rights will separate from the Common Stock and a Distribution Date will occur upon the earlier of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding shares of Common Stock (the "Stock Acquisition Date"), or (ii) 10 business days following the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 30% or more of such outstanding shares of Common Stock. Until the Distribution Date (or earlier redemption or expiration of the rights), (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after the Record Date will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Stock outstanding, even without such notation, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. The Rights are not exercisable until the Distribution Date and will expire at the close of business on February 8, 2005, subject to earlier expiration or termination as provided in the Rights Agreement. As soon as practicable after the Distribution Date, separate certificates evidencing the Rights ("Rights Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, such separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors and except in connection with shares of Common Stock issued upon the exercise of employee stock options, issuances under other employee stock benefit plans or the conversion of convertible securities issued hereafter, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In the event that a Person becomes an Acquiring Person, except pursuant to an offer for all outstanding shares of certain contingencies provided for Common Stock which the independent directors determine to be fair to, 53 and otherwise in the Warrant Agreementbest interests of, shareholders (a "Permitted Offer"), each holder of a Right will thereafter have the Purchase Price and the right to receive, upon exercise, that number of shares of Common Stock (or, in certain circumstances, cash, property or other securities of the Company) which equals the exercise price of the Right divided by one-half of the current market price (as defined in the Rights Agreement) of the Common Stock at the date of the occurrence of the event. However, Rights are not exercisable following the occurrence of any of the events set forth above until such time as the Rights are no longer redeemable by the Company as set forth below. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. The event set forth in this paragraph is referred to as a "Section 11(a)(ii) Event." For example, at an exercise price of $60.00 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase for $60.00 such number of shares of Common Stock (or other consideration, as noted above) as equals $60.00 divided by one-half of the current market price (as defined in the Rights Agreement) of the Common Stock. Assuming that the Common Stock had a per share value of $30.00 at such time, the holder of each valid Right would be entitled to purchase four shares of Common Stock for $60.00. In the event that, at any time following the Stock Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction in which either the Company is not the surviving corporation or its Common Stock is changed or exchanged (other than a merger which follows a Permitted Offer), or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, that number of shares of common stock of the acquiring company which equals the exercise price of the Right divided by one-half of the current market price of such common stock at the date of the occurrence of the event. For example, at an exercise price of $60.00 per Right, each valid Right following an event set forth in the preceding paragraph would entitle its holder to purchase for $60.00 such number of shares of common stock of the acquiring company as equals $60.00 divided by one-half of the current market price (as defined in the Rights Agreement) of such common stock. Assuming that such common stock had a per share value of $30.00 at such time, the holder of each valid Right would be entitled to purchase four shares of common stock of the acquiring company for $60.00. At any time after the occurrence of a Section 11(a)(ii) Event, and subject to purchase the concurrence of a majority of the Continuing Directors (as defined in the Rights Agreement), the Board of Directors of the Company may exchange the Rights (other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). The number of Rights associated with each share of Common Stock is also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will be entitled to a minimum preferential quarterly dividend payment of $1.00 per share and will be entitled to an aggregate dividend of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Stock will be entitled to a minimum preferential liquidation payment of $1,000 per share and will be entitled to an aggregate payment of 1,000 times the payment made per share of Common Stock. Each share of Preferred Stock will have 1,000 votes, voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which Common Stock is exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the value of one one-thousandth of a share of Preferred Stock purchasable upon exercise of each Warrant represented hereby are subject Right should approximate the value of one share of Common Stock. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments amount to modification or adjustment. Each Warrant represented hereby is exercisable at the option least 1% of the Registered Holder, but no Purchase Price. No fractional interests Units will be issued. In issued and, in lieu thereof, an adjustment in cash will be made based on the case market price of the exercise Preferred Stock on the last trading date prior to the date of less than all exercise. At any time until ten days following the Warrants represented herebyStock Acquisition Date, the Company shall cancel this Warrant Certificate may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"), payable in cash or stock. Immediately upon the surrender hereof action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and shall execute and deliver a new Warrant Certificate or Warrant Certificates the only right of like tenor, which the Warrant Agent shall countersign, for holders of Rights will be to receive the balance of such WarrantsRedemption Price.
Appears in 1 contract
Samples: Rights Agreement (Perkinelmer Inc)
FOR VALUE RECEIVED. hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER ------------------------------------- (please Please print or type name and addressaddress of transferee) this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________, Attorney, to transfer the within Warrant Certificate on the books of the within-named Company, with full power of substitution. Dated:____________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant Signature:________________ Certificate.) ___________________________ of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitutes and appoints Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises. Dated: --------------------- Signature Signature Guaranteed THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME AS 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. EXHIBIT B NO. WB ___ _____ (Insert Social Security or Other Identifying Number of Assignee) EXHIBIT B THE TRANSFER OR EXCHANGE OF THE WARRANTS CLASS B REDEEMABLE REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME COMMENCING _________, 1999 UNTIL 5:00 P.M., EASTERN TIME, _______, 2003 No. W- _________ Warrants WARRANT CERTIFICATE CELLCOM TECH, INC. CUSIP This Warrant Certificate certifies that _____________ THIS CERTIFIES THAT____________________, FOR VALUE RECEIVED, ----------------------------- or registered assigns (the "Registered Holder") assigns, is the owner of the number of Class B Redeemable Warrants (the "Warrants") specified above. Each Warrant initially entitles the Registered Holder to purchase, subject to the terms and conditions set forth in this Certificate and the Warrant Agreement (as hereinafter defined), one fully paid and nonassessable share of Common Stock, $0.001 par value, of Cellcom Tech, Inc., a New York corporation (the "Company"), at any time from the Commencement Date (as hereinafter defined) to the Expiration Date (as hereinafter defined) upon the presentation and surrender of this Warrant Certificate with the Subscription Form on the reverse hereof duly executed, at the corporate office of Continental Stock Transfer & Trust Company, 2 Broadway, New York, New Yorx 00000, xx Xxxxxxx Xxxxx, xx xxx xxccessor (the "Warrant Agent"), accompanied by payment of $3.50 per share, subject to adjustment (the "Purchase Price"), in lawful money of the United States of America in cash or by check made payable to the Warrant Agent for the account of the Company. This Warrant Certificate and each Warrant represented hereby are issued pursuant to and are subject in all respects to the terms and conditions set forth in the Warrant Agreement (the "Warrant Agreement"), dated as registered holder of ___________________________ (_______) Warrants to purchase, 200at any time until 5:00 P.M. Eastern time on _______, by 2003 ("EXPIRATION DATE"), an aggregate of up to ___________________________ (_______) common stock purchase warrants, each common stock purchase warrant entitling the holder thereof to purchase one share of common stock, par value $.0001 per share (collectively, the "UNDERLYING WARRANTS"), of Uniservice Corporation, a Florida corporation (the "COMPANY"), at an initial exercise price, subject to adjustment in certain events (the "EXERCISE PRICE"), of $0.1875 per Underlying Warrant, upon surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the warrant agreement dated as of _______, 1997 between the Company and Werbel-Roth Securities, Inc. (the "WARRANT AGREEMENT"). Payment of the Xxxxxxxx Xrice may be made in cash, or by certified or official bank check in New York Clearing House funds payable to the order of the Company, or any combination thereof. The Underlying Warrants issuable upon exercise of the Warrants will be exercisable at any time from _______, 1999 (or such earlier date on which the Underwriter consents to the exercise of the Public Warrants (as defined in the Public Warrant AgentAgreement which is hereinafter defined)) until 5:00 P.M. Eastern time _______, 2003 each Underlying Warrant entitling the holder thereof to purchase one fully-paid and non-assessable share of common stock of the Company, at an initial exercise price, subject to adjustment in certain events, of $11.25 per share. In The Underlying Warrants are issuable pursuant to the event terms and provisions of a certain contingencies agreement dated as of _______, 1998 by and among the Company, Werbel-Roth Securities, Inc. and ______________________________ (the "XXXXXX XXXXANT AGREEMENT"). The Public Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to (except as otherwise provided for in the Warrant Agreement, the Purchase Price and the number of shares of Common Stock subject to purchase upon the exercise of each Warrant represented hereby are subject to modification or adjustment. Each Warrant represented hereby is exercisable at the option ) for a description of the Registered Holderrights, but no fractional interests will limitations of rights, manner of exercise, anti-dilution provisions and other provisions with respect to the Underlying Warrants. No Warrant may be issued. In exercised after 5:00 P.M., Eastern time, on the case of the exercise of less than Expiration Date, at which time all the Warrants represented evidenced hereby, the Company unless exercised prior thereto, shall cancel this Warrant Certificate upon the surrender hereof and shall execute and deliver a new Warrant Certificate or Warrant Certificates of like tenor, which the Warrant Agent shall countersign, for the balance of such Warrantsthereafter be void.
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FOR VALUE RECEIVED. hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER --------------------------------------- -------------------------------------------------------------------------------- (please Please print or type name and addressaddress of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: , ---------------------- ---- ------------------------------------ Signature Signature Medallion Guaranteed: Signatures must be medallion guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. - - - - - - - - - - - - - - - - The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Renewed Rights Agreement). ------------------------------------ Signature B-4 Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: TCF FINANCIAL CORPORATION The undersigned hereby irrevocably elects to exercise ____________________________ of the Warrants Rights represented by this Warrant Right Certificate to purchase the Preferred Shares (or other securities, if any) issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the remaining of such Rights shall be registered in the name of and hereby irrevocably constitutes delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Please print name and appoints Attorney to transfer this Warrant Certificate on the books address) Dated: , ------------------ ---- ------------------------- Signature Signature Medallion Guaranteed: Signatures must be medallion guaranteed by a member firm of a registered national securities exchange, a member of the CompanyNational Association of Securities Dealers, with full power of substitution Inc., or a commercial bank or trust company having an office or correspondent in the premisesUnited States. Dated: Form of Reverse Side of Right Certificate - - continued The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Renewed Rights Agreement). --------------------- Signature Signature Guaranteed THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR-------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, 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 EXCHANGEas the case may be, NEW YORK STOCK EXCHANGEmust conform to the name as written upon the face of this Right Certificate in every particular, PACIFIC STOCK EXCHANGE OR MIDWEST STOCK EXCHANGEwithout alteration or enlargement or any change whatsoever. EXHIBIT B NO. WB ___ _____ WARRANTS CLASS B REDEEMABLE WARRANT CERTIFICATE CELLCOM TECHIn the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, INC. CUSIP ___________ THIS CERTIFIES THATas the case may be, FOR VALUE RECEIVEDis not completed, ----------------------------- or registered assigns (the "Registered Holder") is Company and the Rights Agent will deem the beneficial owner of the number of Class B Redeemable Warrants (the "Warrants") specified above. Each Warrant initially entitles the Registered Holder Rights evidenced by this Right Certificate to purchase, subject to the terms and conditions set forth in this Certificate and the Warrant Agreement be an Acquiring Person or an Affiliate or Associate thereof (as hereinafter defined)defined in the Renewed Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES OF TCF FINANCIAL CORPORATION On May 11, one fully paid and nonassessable share 1999, the Board of Common Stock, $0.001 par value, Directors of Cellcom Tech, Inc., a New York corporation TCF Financial Corporation (the "Company"), at any time from the Commencement Date declared a dividend of one preferred share purchase right (as hereinafter defineda "Right") to the Expiration Date (as hereinafter defined) upon the presentation and surrender per share for each outstanding share of this Warrant Certificate with the Subscription Form on the reverse hereof duly executedcommon stock, at the corporate office of Continental Stock Transfer & Trust Company, 2 Broadway, New York, New Yorx 00000, xx Xxxxxxx Xxxxx, xx xxx xxccessor par value $.01 (the "Warrant AgentCommon Shares"), accompanied by payment of $3.50 per share, subject to adjustment (the "Purchase Price"), in lawful money of the United States of America in cash or by check made payable to the Warrant Agent for the account of the Company. This Warrant Certificate The dividend is payable on June 9, 1999 (the "Record Date") to shareholders of record at the close of business on that date. The description and each Warrant represented hereby terms of the Rights are issued pursuant to and are subject in all respects to the terms and conditions set forth in the Warrant a Renewed Rights Agreement (the "Warrant Renewed Rights Agreement"), dated as of May 12, 1999, between the Company and BankBoston, N.A., as Rights Agent (the "Rights Agent"). The description that follows of the terms of the Renewed Rights Agreement and of the Rights issued thereunder is a general description only and does not purport to be complete. The terms of the Rights will in all cases be governed by the Rights Agreement. A copy of the Renewed Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated ____________, 200_, by and between the Company and the Warrant Agent1999. In the event of certain contingencies provided for in the Warrant Agreement, the Purchase Price and the number of shares of Common Stock subject to purchase upon the exercise of each Warrant represented hereby are subject to modification or adjustment. Each Warrant represented hereby is exercisable at the option A copy of the Registered Holder, but no fractional interests will be issued. In Renewed Rights Agreement is available free of charge from the case of the exercise of less than all the Warrants represented hereby, the Company shall cancel this Warrant Certificate upon the surrender hereof and shall execute and deliver a new Warrant Certificate or Warrant Certificates of like tenor, which the Warrant Agent shall countersign, for the balance of such WarrantsCompany.
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