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EXHIBIT 4.3
SHOWSCAN ENTERTAINMENT INC.
CULVER CITY, CALIFORNIA, U.S.A.
US$ 7'000'000.--
8 % Convertible Notes
Due September 1, 1999
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AGENCY AGREEMENT
AUGUST 14, 1995
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AGENCY AGREEMENT
This agreement is entered into effective as of August 14, 1995, between
SHOWSCAN ENTERTAINMENT INC., a Delaware corporation with principal offices at
0000 Xxxxxxxx Xxxxxx, Xxxxxx Xxxx , Xxxxxxxxxx 00000-0000, Xxxxxx Xxxxxx of
America (the "Company") of the first part and BANCA DEL GOTTARDO, a Swiss
corporation with principal offices at Xxxxx Xxxxxxx Xxxxxxxxx 0, 0000 Xxxxxx,
Xxxxxxxxxxx ("Banca del Gottardo") of the second part.
As authorized by its Board of Directors on August 11, 1995 and pursuant to a
Note Purchase, Paying and Conversion Agency Agreement dated August 14, 1995
(the "Agreement"), the Company proposes to make an offer on the Swiss capital
market for the sale of its convertible notes (the "Convertible Notes"). The
Convertible Notes will be convertible into freely transferable and
non-restricted shares (the "Shares") of the Common Stock of the Company (the
"Common Stock"), on the terms and conditions provided hereafter. The Board of
Directors of the Company has approved this agreement and has authorized the
conversion of the Convertible Notes into the Common Stock of the Company on the
terms and conditions hereof.
ARTICLE 1 CONVERSION AGENT
1.1. The Company hereby appoints Banca del Gottardo, acting
through its specified office in Switzerland, as sole
Conversion Agent (the "Conversion Agent") for the
conversion of Notes or coupons into Shares in accordance
with the provisions for conversion set forth in Exhibit 1
hereto (the "Conversion Provisions") which constitutes an
integral part of this agreement.
1.2. So long as any Notes are outstanding, the Company shall
maintain a stock transfer agent (the "Stock Transfer
Agent") or shall itself perform the functions required of
such agent under this agreement.
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1.3. The appointment of the Conversion Agent hereunder shall
continue in effect until the conversion right in respect of
the Convertible Notes shall have terminated. So long as
Banca del Gottardo satisfactorily performs its obligations
hereunder the Company shall not without the consent of
Banca del Gottardo which consent shall not be unreasonably
withheld appoint any other Conversion Agent or pay any
other bank any commission or remuneration for the
conversion of the Convertible Notes or coupons.
ARTICLE 2 FEES
2.1. In consideration for the services rendered by the
Conversion Agent in connection with the conversion of the
Convertible Notes and coupons, the Company undertakes to
pay upon demand to the Conversion Agent in US Dollars the
reasonable out-of-pocket expenses (e.g., telex, cable,
postage, telephone, legal and insurance expenses, if any)
incurred by the Conversion Agent in connection with its
services hereunder. All conversions must meet the
requirements of Article 1 (Conversion Right) of Exhibit 1
to this Annex E.
2.2. Neither Banca del Gottardo nor the Noteholders shall have
any obligation to pay to the Stock Transfer Agent any
commission, fees, costs or charges in connection with the
conversion of Convertible Notes or coupons and the making
available of the respective Shares as provided hereafter.
ARTICLE 3 INDEMNIFICATION
The Company will indemnify and hold harmless the Conversion Agent
against any losses, liabilities, costs, claims, actions or demands
which it may incur or which may be made against it as a result of
or in connection with its appointment or the exercise of its
powers and duties under this Agreement other than those based upon
or arising out of the negligence or wilful misconduct on the part
of the Conversion Agent or any of its employees or agents.
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ARTICLE 4 CONVERSION OF CONVERTIBLE NOTES AND COUPONS
Each Convertible Note and all unmatured coupons attached thereto,
submitted for conversion to the Conversion Agent (a "Converted
Note") shall be imprinted or stamped by the Conversion Agent with
a legend to the effect that such Convertible Note or coupon has
been converted. All Converted Notes and coupons shall be held by
Banca del Gottardo for the account of the Company. Banca del
Gottardo shall maintain a record of Convertible Notes and coupons
converted.
ARTICLE 5 NOTICES
All notices required under this Agreement shall be deemed to have
been duly given if sent by cable, telex or facsimile transmission
(confirmed in writing, sent by registered airmail) to the
following addresses:
If to the Company:
SHOWSCAN ENTERTAINMENT INC.
0000 Xxxxxxxx Xxxxxx
Xxxxxx Xxxx
Xxxxxxxxxx 00000-0000, U.S.A.
Attention: Xxxxxxx X. Xxxxx
President and Chief Executive Officer
Facsimile: (310) 000-00 00
copies to:
X. Xxxxxx Lemon
Vice President and General Counsel
Facsimile: (310) 000-00 00
Xxxxxx Xxxx
Executive Vice President and Chief Financial Officer
Facsimile: (310) 000-00 00
If to the Conversion Agent:
BANCA DEL GOTTARDO
Xxxxx Xxxxxxx Xxxxxxxxx 0
0000 Xxxxxx, Xxxxxxxxxxx
Attention: New Issue Department
Telex: 841 052
Facsimile: 0114191 281 843
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or to such other address as at the party receiving the notice
shall have notified to the other party in writing. Such cable,
telex or facsimile transmission notice shall be deemed to have
been duly given at the time of dispatch. Any party receiving a
notice by cable, telex or facsimile transmission will be protected
by relying upon the cabled, telexed or transmitted notice even
though such notice is not subsequently confirmed in writing.
ARTICLE 6 GOVERNING LAW
6.1. This agreement shall be governed by and construed in
accordance with Swiss law, except as to matters regarding
conversion of the Notes into Common Stock of the Company,
which shall be governed by and construed in accordance with
the laws of Delaware. Any action or proceedings against the
Company relating to this agreement or the Convertible Notes
or coupons may be brought and enforced in the ordinary
courts of the Canton of Ticino, venue being in the City of
Lugano, and the Company hereby irrevocably submits to such
courts in respect of any such action or proceeding with the
right to appeal, as provided by law, to the Swiss Federal
Court in Lausanne, the judgment of which shall be final.
Solely for that purpose and for the purpose of execution in
Switzerland, the Company hereby elects legal and special
domicile at the office of Banca del Gottardo, Xxxxx Xxxxxxx
Xxxxxxxxx 0, 0000 Xxxxxx, Xxxxxxxxxxx. Banca del Gottardo
shall notify the Company promptly upon receipt of any
notice by it in its capacity as the Company's agent for
service of process.
6.2. The Conversion Agent shall also have the right to bring any
legal action or proceeding hereunder against the Company in
any state or federal court in the United States of America
which may have jurisdiction.
ARTICLE 7 COUNTERPARTS
This agreement may be executed in any number of counterparts, each
of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the Company and Banca del Gottardo have caused
this agreement to be signed and acknowledged by their officers
authorized to do so, as of August 14, 1995.
SHOWSCAN ENTERTAINMENT INC.
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
BANCA DEL GOTTARDO
By: /s/ Xxxxx Xxxxxxx
---------------------------------
/s/ Xxxxxxxxx Xxxxxxxx
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EXHIBIT 1 TO ANNEX E
CONVERSION PROVISIONS
The following are the provisions for the conversion (the "Conversion
Provisions") of the USD 7'000'000.-- 8% Convertible Notes due September 1, 1999
of Showscan Entertainment Inc., Culver City, CA (the "Company") into freely
transferable and non-restricted shares of the common stock of the Company.
Unless otherwise defined herein, the terms used herein have the meanings
ascribed to them in the Note Purchase, Paying and Conversion Agency Agreement
and the Agency Agreement (the "Agency Agreement") dated as of August 14, 1995
between the Company and Banca del Gottardo .
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ARTICLE 1
Conversion Right
1.1. Subject to and upon compliance with these Conversion Provisions, the
holder of 10 or more Notes (a "Noteholder") will have the right at any
time on and after December 1, 1995 up to the close of business of banks
in Lugano on August 20, 1999, or, in case the Notes are called for
redemption in accordance with Section 4 of the Terms of the Notes, then
prior to the close of business of banks in Lugano on the earlier of
August 20, 1999 and the fifth business day preceding the date fixed for
redemption, but in no event thereafter, to convert such Note into freely
transferable and non-restricted (such non-restriction being subject to
the effectiveness of a registration statement under the U.S. securities
laws covering such common stock or an exemption from the registration
requirements of such laws) shares of common stock which are duly
registered under the 1933 Securities Act or exempt from the registration
requirements thereof, with par value USD .001 per share (such presently
authorized capital stock and any other stock into which such presently
authorized common stock may hereafter be changed, the "Common Stock"),
of the Company, calculated as to each conversion to the greatest number
of full Shares, disregarding fractions, at the price of initially USD
5.75 for each Share, such price being subject to adjustment in certain
instances as provided in Article 2 hereafter
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(as so adjusted from time to time, the "Conversion Price"). Fractions
of a share will not be issued on conversion; provided, however, that if
a Noteholder at any one time delivers more than 10 Notes for conversion,
the number of Shares issued shall be calculated on the basis of the
aggregate principal amount of the Notes so delivered. A cash adjustment
shall be paid in respect of any fractional Share which would otherwise
be issuable upon conversion of any Note in an amount in U.S. Dollars
based upon the market price of the Common Stock on the last trading day
prior to the date of conversion. Cash adjustments for fractional shares
will not be made for amounts less than one U.S. Dollar.
1.2. In order to exercise the right of conversion, a Noteholder shall (a)
deliver the Notes to be converted during normal business hours,
accompanied by the conversion notice in the form obtainable from the
Conversion Agent (the "Conversion Notice") to the Conversion Agent and
(b) pay to the Conversion Agent any stamp or other taxes that may be
payable in Switzerland on such conversion. Each Note delivered for
conversion must be delivered with all unmatured coupons attached and/or
with an amount equal to the face value of any missing, unmatured
coupons. Such missing, unmatured coupons shall be paid upon subsequent
presentation thereof, provided they shall not have become barred
pursuant to Section 11 of the Terms of the Notes.
1.3. The Conversion Agent undertakes to:
(a) make available to Noteholders the Conversion Notice in such form
as may from time to time be agreed by the Company and the
Conversion Agent;
(b) upon receipt of a Conversion Notice from a Noteholder:
(i) verify that (A) the Conversion Notice has been duly
completed and signed by or on behalf of the Noteholder
named therein, (B) the Conversion Notice is accompanied by
all Notes to which it relates and all unmatured coupons
appertaining to such Notes and/or an amount equal to the
face value of any missing unmatured coupons and (C) the
amount of any stamp or other taxes payable by the
Noteholder has been paid; and
(ii) endorse the Conversion Notice;
(c) imprint or stamp all Notes submitted to it for conversion, and all
unmatured coupons attached thereto, in accordance with Article 4
of the Agency Agreement
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promptly upon satisfaction by the Noteholder of all conditions
precedent to the conversion; and
(d) dispatch within two business days after satisfaction by the
Noteholder of all conditions precedent to the conversion to the
relevant tax authorities, payment in respect of any stamp or other
taxes payable on the conversion, in accordance with the laws of
Switzerland.
1.4. The Conversion Agent shall promptly, upon the later of the date of
receipt of the Conversion Notice and the satisfaction of all other
conditions precedent to the conversion stated above, endorse the
Conversion Notice and notify the Company and the Stock Transfer Agent of
the Company (at present Continental Stock Transfer and Trust Company, 2
Broadway, New York, NY 10004), by telex or cable of (a) the principal
amount and serial numbers of the Notes deposited for conversion, (b) the
number of Shares issuable upon conversion of such Notes and (c) the name
and address of each person (the "Shareholder") to whom such Shares are
to be issued. Such conversion shall become effective at the close of
business on the date (the "Conversion Date") on which the Company shall
have received at its principal executive offices, during normal business
hours, from the Conversion Agent a telecopy, telex or cable
notification. If such telecopy, telex or cable notification is received
after the close of business on such date, the Conversion Date will be
the immediately following business day. At such Conversion Date the
rights of the holder (other than the Company) of a Note shall cease and
the Shareholder shall be deemed to have become the holder of such
Shares.
1.5. As soon as practicable on or after the Conversion Date, but in no event
later than seven business days thereafter, the Company shall (a) cause
the Shareholder to be registered as the owner of the Shares issued upon
conversion of such Shareholder's Notes in the register of Shareholders
of the Company, (b) make available, or cause the Stock Transfer Agent to
issue, a certificate or certificates for such Shares registered in the
name of the Shareholder (together with any other securities, properties
or cash deliverable at the Conversion Date) and (c) at the request of
the Shareholder, cause the Stock Transfer Agent to forward, at the risk
and expense and for account of such Shareholder, such certificate or
certificates (together with any other securities, properties or cash
deliverable upon conversion) to such person or persons at the address
specified in the Conversion Notice, together with such assignments and
other documents, if any, as may be required by law to effect the
transfer thereof with full benefits under the laws of the applicable
jurisdiction of the United States of America.
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1.6. The Company covenants that:
(a) so long as any Notes are outstanding, it shall keep available
authorized shares of Common Stock sufficient to permit all Notes
outstanding and unconverted to be converted in accordance with
these Conversion Provisions;
(b) all shares of Common Stock delivered upon conversion of Notes as
provided herein will be validly issued, fully-paid and
non-assessable;
(c) it shall file and use its best efforts to be declared effective,
on or before November 1, 1995, any registration under the United
States securities laws that may be required before the Shares can
be delivered upon conversion of the Notes and freely marketed in
the United States.
1.7. Shares issued upon conversion and registered in the name of the
Shareholder shall be freely transferable and non-restricted and shall
be entitled to receive all dividends paid on such Common Stock on or
after the Conversion Date, except for dividends payable to Shareholders
registered as such as of a record date occurring prior to the
Conversion Date. No payments shall be made upon conversion for interest
accrued since the Coupon Due Date next preceding the Conversion Date.
1.8. Notes may be presented for conversion only to an office of the
Conversion Agent outside the United States. The Company and the
Conversion Agent will deliver Common Stock or other consideration
received upon conversion only to an account or address outside the
United States.
ARTICLE 2
The Conversion Price shall be subject to adjustments in the following
circumstances occurring after August 14, 1995:
2.1. In case the Company shall hereafter (i) pay a dividend on its Common
Stock in shares of its Common Stock or make a distribution in shares of
its Common Stock with respect to its outstanding Common Stock, (ii)
subdivide its outstanding shares of Common Stock into a greater number
of shares of Common Stock or (iii) combine its outstanding shares
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of Common Stock into a smaller number of shares of Common Stock, the
Conversion Price in effect at the time of the record date for such
dividend or of the effective date of such subdivision or combination
shall be determined by multiplying the Conversion Price in effect
immediately prior to such record date or effective date by a fraction,
the numerator of which shall be the total number of outstanding shares
of Common Stock immediately prior to such record date or effective date,
and the denominator of which shall be the total number of outstanding
Common Stock immediately following such record date or effective date.
Such adjustments made pursuant to this Section 2.1 shall be made
successively whenever any event listed above shall occur.
2.2. In computing an adjustment in the Conversion Price pursuant to Section
2.1 above, shares of Common Stock not outstanding at the time of such
computation shall be deemed outstanding to the extent that the
Conversion Price has been previously adjusted to reflect the issuance of
such shares of Common Stock or rights, options or warrants to subscribe
for or purchase such shares of Common Stock.
2.3. Except as stated in Section 2.1 above, the Conversion Price shall not be
adjusted for the issuance of shares of Common Stock of the Company
whether or not at less than the Current Market Price or the current
Conversion Price, whether for cash or property.
2.4. No adjustment shall be made to the Conversion Price unless such
adjustment would result in any increase or decrease of at least USD 0.05
in the Conversion Price then in effect; provided, however, that any
adjustments which by reason of this Section 2.4 are not required to be
made will by carried forward and taken into account in any subsequent
adjustment.
2.5. All calculations under these Conversion Provisions shall be made to the
nearest one U.S. cent, with 0.5 U.S. cent or more to be considered a
full U.S. cent, or to the nearest one-hundredth of a share, as the case
may be.
2.6. Whenever the Conversion Price is adjusted as herein provided, the
Company shall promptly send to Banca del Gottardo a certificate of the
Company setting forth the Conversion Price after such adjustment and
setting forth a brief statement of the facts requiring such adjustment
and the date on which it becomes effective. The contents of any
certificate required by this Section 2.9 may be transmitted by telecopy,
telex or cable,
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but shall be confirmed in writing as hereinbefore provided. Banca del
Gottardo may rely upon such certificate (or such transmission by
telecopy, cable or telex, whether or not so confirmed) as conclusive
evidence of the correctness of the adjustment referred to therein.
2.7. Notwithstanding the foregoing, no adjustment shall be made to the extent
that it would reduce the Conversion Price to less than the par value of
the shares of Common Stock (USD .001 at the date hereof).
2.8. In any case in which this Article shall require that an adjustment be
made retroactively immediately following a record date, the Company
shall as promptly as practicable issue to the holder of any Note
converted after such record date the shares of Common Stock and other
common stock of the Company issuable on such conversion in excess of the
shares of Common Stock and other common stock of the Company issuable on
such conversion on the basis of the Conversion Price prior to such
adjustment.
2.9. Notwithstanding the foregoing provisions of this Article 2, no
adjustment shall be made to the Conversion Price with respect to any
securities outstanding as of August 14, 1995 or the Company's existing
stockholder rights plan as of August 14, 1995.
ARTICLE 3
3.1. In the event that:
(a) the Company shall authorize the issuance to all holders of shares
of Common Stock of rights, options or warrants to subscribe for or
purchase any shares of Common Stock or any securities convertible
into shares of Common Stock, or of any other subscription rights
or warrants;
(b) the Company shall authorize the distribution to all holders of
shares of Common Stock of evidences of its indebtedness or assets
(other than cash dividends or cash distributions payable out of
consolidated earnings or earned surplus or dividends payable in
Common Stock);
(c) there shall be any consolidation or merger to which the Company is
a party and for which approval of any stockholders of the Company
is required, or there shall be
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the conveyance or transfer of all or substantially all of the
properties and assets of the Company, or there shall be any
reorganization or reclassification or change of outstanding Common
Stock issuable upon the exercise of conversion rights hereunder
(other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a
subdivision or combination);
(d) there shall be voluntary or involuntary dissolution, liquidation
or winding-up of the Company; or
(e) the Company proposes to take any action (other than the actions of
the type described in Section 2.1) which would require and
adjustment of the Conversion Price pursuant to Article 2;
then the Company shall, at least 10 days prior to the applicable record
date, provide written notice of such event to Banca del Gottardo stating
(x) the record date in the United States of America as of which the
holders of record of shares of Common Stock to be entitled to receive
any such rights, warrants, or distributions are to be determined, or (y)
the date in the United States of America on which such reorganization,
consolidation, merger, conveyance, transfer, dissolution, liquidation or
winding-up is expected to become effective, and the date as of which it
is expected that holders of record of the shares of Common Stock shall
be entitled to vote upon, and, if approved, to exchange their shares of
Common Stock for securities or other property, if any, deliverable upon
such reorganization, reclassification, consolidation, merger,
conveyance, transfer, dissolution, liquidation or winding-up.
3.2. If the event described in the notice given pursuant to Section 3.1. will
result in an adjustment of the Conversion Price pursuant to Article 2,
such notice shall also state the new Conversion Price unless the
Conversion Price cannot be calculated at the time such notice is given.
3.3. The failure to give or publish the notice required by this Article 3 or
any defect therein shall not affect the legality or validity of the
proceedings referred to in Section 3.1.
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ARTICLE 4
So long as any of the Convertible Notes remain convertible, the Company shall
not take any action which would result in an adjustment of the Conversion Price
pursuant to Article 2 if, after giving effect thereto, the Conversion Price
would be decreased to such an extent that the Shares could not be legally
issued, under applicable law of the jurisdiction of incorporation of the Company
then in effect, at such decreased Conversion Price as fully-paid and
non-assessable Shares.
ARTICLE 5
The Conversion Agent shall not at any time be responsible to any Noteholder for
determining whether any facts exist (a) which may require any adjustment of the
Conversion Price, (b) with respect to the nature or extent of any such
adjustment when made, (c) with respect to the method employed, or herein or in
any supplemental agreement (if any) provided to be employed in making any such
adjustment. The Conversion Agent makes no representation as to the validity or
value (or the kind or amount) of any shares of Common Stock, or of any
securities, property or cash, which may at any time be issued or delivered upon
the conversion of any Convertible Note. The Conversion Agent shall not be
responsible for any failure of the Company to make any cash payment or to issue,
transfer or deliver any shares of stock or stock certificates or other
securities or property upon the surrender of any Note for the purpose of
conversion or to comply with any of the covenants of the Company contained in
these Conversion Provisions.
ARTICLE 6
6.1. In case of any consolidation of the Company with, or merger of the
Company into, any other corporation (other than a consolidation or
merger in which the Company is the continuing corporation), or in the
case of any sale or transfer of all of the assets of the Company as an
entirety or substantially as an entirety, the corporation formed by such
consolidation or the corporation into which the Company shall have been
merged or the corporation which shall have acquired such assets, as the
case may be, shall execute with Banca del Gottardo a supplemental
agreement which shall (a) provide that the holder of each Convertible
Note then outstanding shall have the right to receive thereafter, during
the period such Convertible Note shall be convertible as specified in
Article 2, upon conversion of such Convertible Note, in lieu of each
share of Common Stock deliverable
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on such conversion immediately prior to such event, only the kind and
amount of shares and/or other securities and/or property and/or cash
which are receivable, or which, but for the failure to distribute to
holders of Common Stock all or substantially all of the consideration
receivable on such sale or transfer of assets, would be receivable upon
such consolidation, merger, sale or transfer by a holder of one share of
Common Stock of the Company and (b) set forth the Conversion Price for
the shares and/or other securities and/or property and/or cash so
issuable, which shall be an amount equal to the Conversion Price per
share of Common Stock of the Company immediately prior to such event.
6.2. In case of any reclassification or change of the shares of Common Stock
issuable upon conversion of the Notes (other than a change in par value,
or from par value to no par value, or as a result of a subdivision or
combination) or in case of any consolidation or merger of another
corporation into the Company in which the Company is the continuing
corporation and in which the holders of the shares of Common Stock
(including for this purpose shares reflecting a change in par value or
from par value to no par value or as a result of a subdivision or
combination of the shares of Common Stock), the Company shall execute
with Banca del Gottardo a supplemental agreement which shall (a) provide
that the holder of each Convertible Note then outstanding shall receive,
upon conversion thereof, in lieu of each share of Common Stock of the
Company deliverable upon such conversion immediately prior to such
event, the kind and amount of shares and/or other securities and/or
property and/or cash receivable upon such reclassification, change,
consolidation or merger by a holder of one share of Common Stock, and
(b) set forth the Conversion Price for the shares and/or other
securities and/or property and/or cash so issuable, which shall be an
amount equal to the Conversion Price per share of Common Stock
immediately prior to such event.
6.3. If, as a result of Section 6.1 or Section 6.2, the holder of any
Convertible Note thereafter surrendered for conversion shall become
entitled to receive shares of two or more classes of common stock of the
Company, the Board of Directors (whose determination shall be
conclusive) shall determine the allocation of the Conversion Price
between or among shares of such classes of capital stock. Any
supplemental agreement executed pursuant to Sections 6.1 and 6.2 shall
provide for adjustments which shall be as nearly equivalent as
practicable to the adjustments provided for herein, and, where
appropriate, state the Conversion Price in terms of one full share of
Common Stock or one full share of common stock of any successor or
purchasing corporation. The terms of this Article 6
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also shall apply to successive consolidations, merger, sales or
transfers. In the event that at any time as a result of an adjustment
made pursuant to this Article 6 the holder of any Note thereafter
surrendered for conversion shall become entitled to receive any shares
or securities other than shares of Common Stock, thereafter the prices
or price of such other shares or other securities so receivable on
conversion of any Convertible Note shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to Common Stock contained in
Article 2, and the provisions of Article 2 with respect to the Common
Stock shall apply on like terms to any such other shares.
6.4. The Conversion Agent shall have no responsibility for any consolidation,
merger, sale or transfer, the form or substance of any plan relating
thereto or the consequences thereof to any Noteholder.
The Conversion Agent shall have no responsibility to determine the
correctness of any provision contained in any supplemental agreement
relating either to the kind or amount of shares of stock or securities
or property receivable by Noteholders upon the conversion of their
Convertible Notes after any such consolidation, merger, sale or
transfer, or to any adjustment made with respect thereto. The Conversion
Agent may, at its option, receive an opinion of counsel for the Company
as conclusive evidence that any such supplemental agreement complies
with the provisions of this Article.
ARTICLE 7
CONVERSION AGENT:
BANCA DEL GOTTARDO
Xxxxx Xxxxxxx Xxxxxxxxx 0, 0000 Xxxxxx
