Exhibit 2.32
WARRANT
THIS WARRANT AND THE ORDINARY SHARES
ISSUABLE UPON EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE “SECURITIES ACT”)
OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND THE WARRANT MAY NOT BE
EXERCISED AND THE WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE MAY NOT BE SOLD,
TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED, UNLESS THERE IS AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH SECURITIES.
to purchase
Ordinary Shares
of
at an exercise price of
$0.65 per share
VOID
AFTER 17:00 p.m. (prevailing Tel Aviv time)
On
the Expiration Date (as hereinafter defined)
| No. W-___ |
Date: ________, 2007 |
NUR Macroprinters Ltd., an Israeli
company with its principal offices at 00 Xxxx Xxxxxx Xxxxxx Xxxxxx, Xxx, Xxxxxx (the
“Company”), hereby grants to __________________________ (the
“Holder”), the right to purchase, subject to the terms and conditions
hereof, up to _________________________________ (____________) ordinary shares, par value
NIS 1.00 per share, of the Company (“Ordinary Shares”), exercisable at
any time from time to time, on or after the date hereof (the “Effective
Date”), and until the fifth (5th) anniversary of the Effective Date
(the “Expiration Date”).
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In
this Warrant the terms below shall have the following meaning, unless otherwise
specifically provided or required by the context: |
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1.1. |
“Warrant
Shares” means the Ordinary Shares purchasable hereunder or any
other securities which, in accordance with the provisions hereof, may be
issued by the Company in substitution therefor. |
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1.2. |
“Exercise
Price” means the price of sixty-five cents ($0.65) payable
hereunder for each Warrant Share, as adjusted in the manner set forth
hereinafter. |
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1.3. |
“Warrants” means
this Warrant and all warrants hereafter issued in exchange or substitution
for this Warrant. |
| 2. |
WARRANT
PERIOD; EXERCISE OF WARRANT |
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2.1. |
This
Warrant may be exercised in whole at any time, or in part from time to
time, beginning on the Effective Date until the Expiration Date (the
“Warrant Period”), by the surrender of this Warrant (with
a duly executed exercise form in the form attached hereto as Exhibit
A), at the principal office of the Company, set forth
above, together with proper payment of the Exercise Price multiplied by
the number of Warrant Shares for which the Warrant is being exercised.
Payment for Warrant Shares shall be made by certified or official bank
check or checks, payable to the order of the Company or by wire transfer
to an account to be designated in writing by the Company. Payments shall
be made in United States dollars. |
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2.2. |
The
Holder of the Warrant, by its acceptance hereof, covenants and agrees that
this Warrant is being acquired as an investment and not with a view to the
distribution hereof and such Holder further covenants and agrees that it
will not sell, transfer, pledge, assign, or hypothecate the Warrant or the
Warrant Shares unless there is an effective registration statement under
the Securities Act of 1933 covering the Warrant or the Warrant Shares, or
the Holder of the Warrant and/or the Warrant Shares receives an opinion of
counsel satisfactory to the Company stating that such sale, transfer,
pledge, assignment, or hypothecation is exempt from the registration and
prospectus delivery requirements of the Securities Act of 1933 and the
qualification requirements under applicable law. |
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2.3. |
If
this Warrant should be exercised in part, the Company shall, upon surrender
of this Warrant for cancellation, execute and deliver a new Warrant
evidencing the rights of the Holder to purchase the remainder of the
Warrant Shares purchasable hereunder. The Company shall pay any and all
expenses, taxes and other charges that may be payable in connection with
the issuance of the Warrant Shares and the preparation and delivery of
share certificates pursuant to this Section 2 in the name of the Holder
(including without limitation the applicable stamp duty), and to the
extent required, the execution and delivery of a new Warrant, provided,
however, that the Company shall only be required to pay taxes which are
due as a direct result of the issuance of the Warrant Shares or other
securities, properties or rights underlying such Warrants (such as the
applicable stamp duty), and will not be required to pay any tax which may
be (i) due as a result of the specific identity of the Holder or (ii)
payable in respect of any transfer involved in the issuance and delivery
of any such certificates in a name other than that of the Holder. |
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2.4. |
No
fractions of Ordinary Shares shall be issued in connection with the exercise
of this Warrant, and the number of Ordinary Shares issued shall be rounded
up or down to the nearest whole number. |
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2.5. |
Upon
the issuance of Ordinary Shares resulting from the exercise in whole or in
part of this Warrant, the Company shall deliver to the Holder an
irrevocable letter of instructions to the Company’s transfer agent to
issue as soon as is reasonably practicable to the Holder share
certificates reflecting the Warrant Shares exercised thereby, together
with any and all other documents required for the issuance of such
certificates by the transfer agent. |
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The
Company covenants that: (i) at all times during the Warrant Period it shall have in
reserve, and will keep available solely for issuance or delivery upon exercise of the
Warrant, such number of Ordinary Shares as shall be issuable upon the exercise hereof, and
(b) upon exercise of the Warrant and payment of the Exercise Price hereunder, the Warrant
Shares issuable upon such exercise will be validly issued, fully paid, non assessable,
free and clear from any lien, encumbrance, pledge or any other third party right and not
subject to any preemptive rights. |
2
| 4. |
ADJUSTMENTS
TO EXERCISE PRICE AND NUMBER OF SECURITIES |
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4.1. |
Subdivision
and Combination. In case the Company shall at any time subdivide or
combine the outstanding Ordinary Shares, the Exercise Price shall
forthwith be proportionately decreased in the case of subdivision or
increased in the case of combination. |
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4.2. |
Stock
Dividends and Distributions. In case the Company shall pay a dividend
on, or make a distribution of, Ordinary Shares or of the Company’s
share capital convertible into Ordinary Shares, the Exercise Price shall
forthwith be proportionately decreased. An adjustment pursuant to this
Section 4.3 shall be made as of the record date for the subject stock
dividend or distribution. |
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4.3. |
Adjustment
in Number of Securities. Upon each adjustment of the Exercise Price
pursuant to the provisions of Sections 4.1 and 4.2, the number of Ordinary
Shares issuable upon the exercise of each Warrant shall be adjusted to the
nearest full amount by multiplying a number equal to the Exercise Price in
effect immediately prior to such adjustment by the number of Ordinary
Shares issuable upon exercise of the Warrants immediately prior to such
adjustment and dividing the product so obtained by the adjusted Exercise
Price. |
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4.4. |
No
Adjustment of Exercise Price in Certain Cases. No adjustment of the
Exercise Price shall be made if the amount of said adjustment shall be
less than 2 cents ($0.02) per Ordinary Share, provided, however, that in
such case any adjustment that would otherwise be required then to be made
shall be carried forward and shall be made at the time of and together
with the next subsequent adjustment which, together with any adjustment so
carried forward, shall amount to at least 2 cents ($0.02) per Ordinary
Share. |
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4.5. |
Merger
or Consolidation. In case of any consolidation of the Company with or
merger of the Company with, or merger of the Company into (other than a
merger which does not result in any reclassification or change of the
outstanding Ordinary Shares), the Company shall cause the corporation
formed by such consolidation or merger or surviving such merger to execute
and deliver to the Holder a supplemental warrant agreement providing that
the Holder of the Warrant then outstanding or to be outstanding shall have
the right thereafter (until the expiration of such Warrant) to receive,
upon exercise of such Warrant, the kind and amount of shares of stock and
other securities and property receivable upon such consolidation or
merger, by a holder of the number of Ordinary Shares of the Company for
which such Warrant might have been exercised immediately prior to such
consolidation or merger. Such supplemental warrant agreement shall provide
for adjustments, which shall be identical to the adjustments provided in
this Section 4. The provisions of this Section 4.5 shall similarly apply
to successive consolidations or mergers. |
| 5. |
NOTICES
TO WARRANT HOLDERS |
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Nothing
contained in this Warrant shall be construed as conferring upon the Holder the right to
vote or to consent or to receive notice as a shareholder in respect of any meetings of
shareholders for the election of directors or any other matter, or as having any rights
whatsoever as a shareholder of the Company. If, however, at any time prior to the
Expiration Date, any of the following events shall occur: |
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5.1. |
the
Company shall take a record of the holders of its Ordinary Shares for the
purpose of entitling them to receive a dividend or distribution payable
otherwise than in cash, or a cash dividend or distribution payable
otherwise than out of current or retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the books of the
Company; |
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5.2. |
the
Company shall offer to all the holders of its Ordinary Shares any additional
shares of the share capital of the Company or securities convertible into
or exchangeable for shares of the share capital of the Company, or any
option, right or warrant to subscribe therefor; or |
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5.3. |
a
dissolution, liquidation or winding up of the Company (other than in
connection with a consolidation or merger) or a sale of all or
substantially all of its property, assets and business as an entirety
shall be proposed; |
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then,
in any one or more of said events, the Company shall give to the Holder written notice of
such event at least fifteen (15) days prior to the date fixed as a record date or the date
of closing the transfer books for the determination of the shareholders entitled to such
dividend, distribution, convertible or exchangeable securities or subscription rights, or
entitled to vote on such proposed dissolution, liquidation, winding up or sale. |
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6.1. |
The
Holder may, sell, transfer, assign, encumber, pledge or otherwise dispose or
undertake to dispose of the Warrant. |
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6.2. |
Unless
registered, the Warrant Shares issued upon exercise of the Warrants shall
be subject to a stop transfer order and the certificate or certificates
evidencing such Warrant Shares shall bear legend substantially similar to
the following: |
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“THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE “SECURITIES ACT”). THE SHARES HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT, OR AN OPINION OF COUNSEL
FOR THE HOLDER OF THE SHARES SATISFACTORY TO NUR MACROPRINTERS, THAT REGISTRATION IS NOT
REQUIRED UNDER THE SECURITIES ACT.” |
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Upon
receipt of evidence satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant, and of indemnity reasonably satisfactory to the Company, if
lost, stolen or destroyed, and upon surrender and cancellation of this Warrant, if
mutilated, and upon reimbursement of the Company’s reasonable direct expenses, the
Company shall execute and deliver to the Holder a new Warrant of like date, tenor and
denomination. |
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The
headings of this Warrant have been inserted as a matter of convenience and shall not
affect the construction hereof. |
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Unless
otherwise provided, any notice required or permitted under this Warrant shall be given in
writing and shall be deemed effectively given upon personal delivery to the party to be
notified or seven (7) days after deposit with the Post Authority, for dispatch by
registered or certified mail, postage prepaid and addressed to the Holder at the address
set forth in the Company’s books and to the Company at the address of its principal
offices set forth above, or when given by telecopier or other form of rapid written
communication, provided that confirming copies are sent by such airmail. |
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This
Warrant shall be governed by and construed and enforced in accordance with the laws of the
State of Israel (regardless of the laws that might otherwise govern under applicable
Israel principles of conflicts of law). Any dispute arising out of or in connection with
this Warrant is hereby submitted to the sole and exclusive jurisdiction of the competent
courts located in the District of Tel Aviv. |
| 11. |
ENTIRE
AGREEMENT; AMENDMENT AND WAIVER |
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This
Warrant and the Exhibit hereto constitute the full and entire understanding and agreement
between the parties with regard to the subject matters hereof and thereof. Any term of
this Warrant may be amended and the observance of any term hereof may be waived (either
prospectively or retroactively and either generally or in a particular instance) only with
the written consent of both the Holder and the Company. |
IN WITNESS WHEREOF, the
Company has caused this Warrant to be executed as of the date first written above.
NUR Macroprinters Ltd.
| Title: |
President
and Chief Executive Officer |
| Title: |
Chief
Financial Officer |
Agreed and Accepted:
[Name of Xxxxxx]
| Title: |
__________________ |
| Title: |
__________________ |
5
EXHIBIT A
Warrant Exercise Form
_________________, 200_
NUR Macroprinters Ltd.
00 Xxxx Xxxxxx Xxxxxx Xxxxxx
P.O. Box 1281
Lod 71111
Israel
Dear Sirs,
Re: Exercise of Warrant
| 1. |
The
undersigned hereby irrevocably elects to exercise the attached Warrant No. W-[ ]
to the extent of ___________________ Ordinary Shares of NUR Macroprinters
Ltd., all in accordance with Section 2.1 of the Warrant. |
| 2. |
Payment
to the Company of the total Exercise Price for such shares has been made
simultaneously with the delivery of this exercise of the Warrant. |
| 3. |
The
undersigned requests that certificates for such Ordinary Shares be registered
in the name of ____________________ whose address is ____________________
and that such certificates be delivered to whose address is
_____________________________. |
[ ]
| Title: |
__________________ |
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