EXHIBIT 4.3
THIS WARRANT MAY NOT BE SOLD, PLEDGED, HYPOTHECATED,
DONATED, ASSIGNED OR OTHERWISE TRANSFERRED (WHETHER OR NOT
FOR CONSIDERATION), IN WHOLE OR IN PART, BY THE HOLDER,
EXCEPT BY OPERATION OF LAW. THE SHARES OF COMPANY STOCK
ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED
UNDER EITHER THE SECURITIES ACT OF 1933 (THE "ACT") OR
APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS") AND
SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, ASSIGNED
OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION),
IN WHOLE OR IN PART, BY THE HOLDER EXCEPT UPON THE ISSUANCE
TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO
COUNSEL TO THE COMPANY AND/OR SUBMISSION TO THE COMPANY OF
SUCH EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL TO THE
COMPANY, IN EACH SUCH CASE, TO THE EFFECT THAT ANY SUCH
TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT AND THE STATE
ACTS.
WARRANT NO. ____
TO PURCHASE _____ SHARES
OF COMMON STOCK
OF
CN BANCORP, INC.
(a Maryland Corporation)
Not Transferable and Exercisable Only
Upon Conditions Herein Specified
Void after 5:00 o'clock P.M. EST,
on Xxxxx 00, 0000
XX BANCORP, INC., a Maryland corporation (the "Company"), hereby
certifies that _____________, such holder's heirs, personal representatives
and/or successors, registered on the books of the Company maintained for such
purposes as the registered holder hereof (the "Holder"), for value received, is
entitled to purchase from the Company the number of fully paid and
non-assessable shares of Common Stock of the Company stated above, par value
$10.00 per share (the "Shares"), at the purchase price of $10.00 per Share (the
"Exercise Price") (the number of Shares and Exercise Price being subject to
adjustment as hereinafter provided), upon the terms and conditions herein
provided.
1. EXERCISE OF WARRANTS.
(a) Subject to the provisions of subsection (b) of this Section 1
and Section 4 hereof, upon presentation and surrender of this Warrant, with the
attached Purchase Form duly executed, at the principal office of the Company at
0000 Xxxxxxx Xxxxxxx, Xxxx Xxxxxx, Xxxxxxxx 00000, or at such other place as the
Company may designate by notice to the Holder hereof, together with a check
payable to the order of the purchased, the Company shall deliver to the Holder
hereof, as promptly as practicable, certificates representing the Shares being
purchased. This Warrant may be exercised in whole or in part; and, in case of
exercise hereof in part only, the Company, upon surrender hereof, will deliver
to the Holder a new Warrant of like tenor entitling the Holder to purchase the
number of Shares as to which this Warrant has not been exercised.
(b) This Warrant may be exercised in whole or in part at any time
after March 20, 1998, and shall be void after 5:00 p.m. EST, on March 20, 2006.
2. RIGHTS AND OBLIGATIONS OF WARRANT HOLDER. No Holder of this Warrant
shall be entitled to any of the rights of a shareholder of the Company,
including, but not limited to, to the extent applicable, the right to vote, give
or withhold consent to any action by the Company, receive dividends,
subscription rights, or otherwise, nor shall anything contained in this Warrant
be construed to confer upon the Holder of this Warrant, as such, any of the
rights of a shareholder of the Company; provided, however, in the event that any
certificate representing the Shares is issued to the Holder hereof upon exercise
of this Warrant, such Holder shall, for all purposes, be deemed to have become
the holder of record of such Shares on the date on which this Warrant, together
with a duly executed Purchase Form, was surrendered and payment of the Exercise
Price was made, irrespective of the date of delivery of such Share certificate.
The rights of the Holder of this Warrant are limited to those expressed herein
and the Holder of this Warrant, by its acceptance hereof, consents to and agrees
to be bound by and to comply with all the provisions of this Warrant, including,
without limitation, all the obligations imposed upon the Holder hereof by
Section 4 hereof. In addition, the Holder of this Warrant, by accepting the
same, agrees that the Company may deem and treat the person in whose name this
Warrant is registered on the books of the Company maintained for such purpose as
the absolute, true and lawful owner for all purposes whatsoever, notwithstanding
any notation of ownership or other writing thereon, and the Company shall not be
affected by any notice to the contrary.
3. SHARES UNDERLYING WARRANTS. The Company covenants and agrees that
all Shares delivered upon the exercise of this Warrant shall, upon delivery and
payment therefor, be duly and validly authorized and issued, fully-paid and
non-assessable, and free from all stamp-taxes, liens and charges with respect to
the purchase thereof.
4. RESTRICTIONS ON EXERCISE; DISPOSITION OF WARRANTS OR SHARES. The
Holder of this Warrant or of the Shares issuable upon the exercise of the
Warrant, by its acceptance hereof, hereby (a) represents and warrants that this
Warrant and the Shares issuable upon exercise hereof are being acquired for
investment for the account of the Holder and with no intent to sell, transfer or
subdivide such Warrant or Shares, (b)
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understands and agrees that the Shares issuable upon the exercise of this
Warrant have not been registered under either the Securities Act of 1933 (the
"Act") or applicable state securities laws (the "State Acts") and the Company
has no current plans to register such Shares, (c) understands and agrees that
this Warrant has been offered and sold pursuant to exemptions from the
registration requirements of the Act and the State Acts which the Company
believes are available and that the Warrant may only be exercised upon the
issuance to the Company of an opinion of counsel satisfactory to counsel to the
Company and/or for submission to the Company of such evidence as may be
satisfactory to counsel to the Company, in each such case, to the effect that
any such exercise shall not be in violation of the Act and the State Acts, (d)
understands and agrees that this Warrant may not be sold, pledged, hypothecated,
donated, assigned or otherwise transferred (whether or not for consideration),
in whole or in part, by the Holder, except by operation of law and (e)
understands and agrees that the Shares issuable upon the exercise of this
Warrant shall not be sold, pledged, hypothecated, donated, assigned or otherwise
transferred (whether or not for consideration) by the Holder except upon the
issuance to the Company of an opinion of counsel satisfactory to counsel to the
Company and/or for submission to the Company of such evidence as may be
satisfactory to counsel to the Company, in each such case, to the effect that
any such transfer shall not be in violation of the Act and the State Acts.
5. ADJUSTMENTS. The number of Shares purchasable upon the exercise of
this Warrant and the Purchase Price therefore is subject to adjustment from time
to time upon the occurrence of any of the events enumerated below.
(a) Effect of Stock Changes. If, at any time or from time to time,
the Company shall (i) pay a dividend in shares of its Common Stock, (ii)
subdivide outstanding shares of its Common Stock into a greater number of
shares, or (iii) combine outstanding shares of its Common Stock into a smaller
number of shares, the amount of shares purchasable upon the exercise of this
Warrant immediately prior thereto shall be adjusted so that the Holder shall be
entitled to receive upon exercise of the Warrant that number of shares of Common
Stock which such Holder would have owned or would have been entitled to receive
after the happening of such event had such Holder exercised the Warrant
immediately prior to the record date, in the case of such dividend, or the
effective date, in the case of any such subdivision or combination and the
Exercise Price shall be proportionately adjusted. An adjustment made pursuant to
this subparagraph (a) shall be made whenever any of such events shall occur, but
shall become effective retroactively after such record date or such effective
date, as the case may be, if this Warrant is exercised between such record date
or effective date and the date of happening of any such event.
(b) Merger; Dissolution; Etc. In the event that at any time during
the term of this Warrant there shall be (i) any capital reorganization or
reclassification of the Common Stock of the Company, (ii) a consolidation or
merger of the Company with another entity (other than a merger with a subsidiary
in which merger the Company is the continuing corporation and which does not
result in any reclassification or change of the Shares issuable upon exercise of
the Warrant); or (iii) the sale or lease of all or substantially all of the
assets of the Company; then, as a condition of the reorganization,
reclassification, consolidation, merger, sale or lease, lawful and fair
provision shall be made whereby the Holder of this Warrant after the transaction
shall have the right to purchase and receive, upon the basis and
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upon the terms and conditions specified in this Warrant and in lieu of the
shares of Common Stock of the Company purchasable and receivable immediately
prior to the transaction upon the exercise of the rights represented by this
Warrant, the shares of stock, securities or assets that may be issued or payable
with respect to or in exchange for a number of outstanding shares of Common
Stock equal to the number of shares of Common Stock purchasable and receivable
immediately prior to the transaction upon the exercise of the rights represented
by the Warrant if the reorganization, reclassification, consolidation, merger,
sale or lease had not taken place. Appropriate provisions shall be made in
connection with a reorganization, reclassification, consolidation, merger, sale
or lease with respect to the rights and interests of the Holder of this Warrant
to the end that the provisions of this Warrant (including, without limitation,
provisions for adjustments of the Exercise Price and of the number of Shares
purchasable upon exercise of the Warrant) shall immediately after the
transaction be applicable as nearly as possible to any shares of stock,
securities or assets deliverable immediately after the transaction upon the
exercise of the Warrant. The Company shall not effect any consolidation, merger,
sale or lease unless, prior to the consummation of the transaction, the
successor entity (if other than the Company) resulting from the consolidation or
merger, or the entity purchasing or leasing the assets, assumes by written
instrument executed and delivered to the Company the obligation to deliver to
the Holder of this Warrant the shares of stock, securities or assets in
accordance with the foregoing provisions that the Holder may be entitled to
purchase.
(c) Notice of Change in Warrant. Whenever the number of Shares
purchasable hereunder or the Exercise Price therefor is adjusted as herein
provided, the Company shall cause to be mailed to the Holder a notice (i)
stating that the number of Shares purchasable upon exercise of this Warrant
and/or the Exercise Price has been adjusted, (ii) setting forth the adjusted
number of Shares purchasable and/or the adjusted Exercise Price upon the
exercise of this Warrant and (iii) showing in reasonable detail the computations
and the facts upon which such adjustments are based. The Company's board of
directors, acting in good faith, shall determine the calculation.
(d) Other Notices. In case at any time (i) the Company pays any
dividends payable in stock upon its Common Stock or makes any distributions
(other than regular cash dividends) to the holders of its Common Stock; (ii) the
Company offers for subscription pro rata to the holders of its Common Stock any
additional shares of stock of any class or any other rights; (iii) there is a
capital reorganization or reclassification of the Common Stock of the Company,
or a consolidation or merger of the Company with, or a sale or lease of all or
substantially all of its assets to, another entity; or (iv) there is a voluntary
or involuntary dissolution, liquidation or winding up of the Company; then, in
any one or more of these cases, the Company shall cause to be mailed to the
Holder of this Warrant notice of the date on which (i) the books of the Company
close or a record is taken for the dividend, distribution or subscription
rights, or (ii) the reorganization, reclassification, consolidation, merger,
sale, lease, dissolution, liquidation, or winding shall take place. The notice
also shall specify the date as of which the holders of the Common Stock of
record shall participate in dividend, distribution or subscription rights, or
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon the reorganization, reclassification, consolidation,
merger, sale, lease, dissolution, liquidation, or winding up. The notice shall
be given at least ten (10) days prior to the closing of the transaction in
question and not less than
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ten (10) days prior to the record date or the date on which the Company's
transfer books are closed with respect to the transaction. Failure to give the
notice, or any defect in the notice, shall not affect the legality or validity
of any transaction covered or to be covered in the notice. On the date of the
dissolution, liquidation or winding up of the Company, if it actually occurs,
this Warrant and all rights existing under this Warrant shall terminate.
(e) Form of Warrant. Irrespective of any adjustment or change in
the number or class of shares purchasable under this Warrant or in the Exercise
Price per Share, this Warrant may continue to express the Exercise Price and the
number and class of Shares purchasable upon exercise of this Warrant as the
Exercise Price and the number and class of Shares purchasable were expressed in
this Warrant when it was initially issued.
6. FRACTIONAL SHARES. The Company shall not be required to issue any
fraction of a Share upon the exercise of this Warrant. In lieu of issuing a
fraction of a Share remaining after exercise of this Warrant as to the full
shares covered hereby, the Corporation shall make a cash payment for any
fraction of a Share equal to the same fraction of the Exercise Price.
7. LOSS OR DESTRUCTION. Upon receipt of evidence satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and, in
the case of any such loss, theft or destruction, upon delivery of an indemnity
agreement or bond satisfactory in form, substance and amount to the Company or,
in the case of any such mutilation, upon surrender and cancellation of this
Warrant, the Company at its expense will execute and deliver, in lieu thereof, a
new Warrant of like tenor.
8. SURVIVAL. The various rights and obligations of the Holder hereof as
set forth herein shall survive the exercise and surrender of this Warrant.
9. NOTICES. Whenever any notice, payment or any purchase price, or
other communication is required to be given or delivered under the terms of this
Warrant, it shall be in writing and delivered by hand delivery or United States
registered or certified mail, return receipt requested, postage prepaid, and
will be deemed to have been given or delivered on the date such notice, purchase
price or other communication is so delivered or posted, as the case may be; and,
if to the Company, it will be addressed to the address specified in Section 1
hereof, and if to the Holder, it will be addressed to the registered Holder at
his address as it appears on the books of the Company.
IN WITNESS WHEREOF, CN Bancorp, Inc., has caused this Warrant to be
executed on its behalf under seal as of this ___ day of ___________, ______.
ATTEST: CN BANCORP, INC.
By: By:
--------------------------- --------------------------- (SEAL)
Secretary President
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