EXHIBIT 10.3
FORM OF PURCHASE WARRANT
TO SUBSCRIBE FOR AND PURCHASE COMMON STOCK OF
TELIDENT, INC.
DATED
JUNE 30, 1997
THIS CERTIFIES THAT, for value received, _________________________
(the "Holder"), or registered permitted assigns, is entitled to purchase from
TELIDENT, INC. (the "Corporation"), a corporation organized and existing under
the laws of the State of Minnesota, at the purchase price per share specified
below (subject to adjustment as noted below) at any time or from time to time
from and after the date hereof to and including the Termination Date (as
hereinafter defined) up to _________________________ fully paid and
nonassessable shares of the Corporation's Common Stock, par value $0.02 per
share (the "Common Stock") (subject to adjustment as noted below). This Warrant
has been issued in connection with the conversion of that certain 10%
Convertible Debenture and/or 10% Series B Convertible Debenture issued by the
Company to the Holder in the aggregate principal amount of $__________ (the
"Debenture"). For purposes of this Warrant, "Termination Date" shall mean 5:00
P.M. Minneapolis time on the second anniversary hereof, unless extended as
provided herein.
The purchase price shall be $1.41 per share (the "Purchase Price").
The Purchase Price shall be subject to adjustment as provided below.
The Holder may sell, transfer, assign or otherwise dispose of any of
its rights or obligations hereunder in accordance with applicable securities
laws.
This Warrant is subject to the following provisions, terms and
conditions:
1. This Warrant may be exercised by the Holder hereof, in whole or
in part, by written notice of exercise delivered to the Corporation thirty (30)
days prior to the intended date of exercise along with the surrender of this
Warrant (properly endorsed if required) at the principal office of the
Corporation and upon payment to it by wire transfer of the Purchase Price for
the number of shares of Common Stock which the Holder elects to purchase. The
Corporation agrees that the shares so purchased shall be and are deemed to be
issued to the Holder hereof as the record owner of such shares as of the close
of business on the date on which this Warrant shall have been surrendered and
payment made for such shares as aforesaid. Subject to the provisions of the next
succeeding paragraph, certificates for the shares of stock so purchased shall be
delivered to the Holder hereof within a reasonable time, not exceeding 10 days,
after the rights represented by this Warrant shall have been so exercised, and,
unless this Warrant has expired, a new Warrant representing the number of
shares, if any, with respect to which this Warrant shall not then have been
exercised shall also be delivered to the Holder hereof within such time.
2. The Corporation shall have the right to require the Holder to
exercise this Warrant in full or forego all rights under this Warrant (the
"Call"), and the Holder agrees to exercise this Warrant in full or forego all
such rights (to the extent this Warrant has not previously been exercised), upon
the Corporation's giving written notice to the Holder (the "Call Notice"). The
Call may be exercised at the option of the Corporation at any time if the
average of the bid price of the Corporation's Common Stock on The NASDAQ
SmallCap Market (or such other market or exchange as such Common Stock may be
traded) has equaled or exceeded $1.97 per share for a period of at least ten
(10) consecutive trading days immediately prior to the Call Notice. Upon receipt
of such Call Notice, the Holder shall surrender this Warrant to the Corporation
and, if the Holder intends to exercise this Warrant, along with payment of the
Purchase Price for the Common Stock to be purchased on or before the fifteenth
(15th) day following the Corporation's giving of the Call Notice to the Holder.
If the Corporation gives the Call Notice to the Holder and the Holder does not
exercise the Warrant in full within such fifteen (15) day period, this Warrant
shall be null and void and of no further force and effect.
3. The Corporation covenants and agrees that all shares which may be
issued upon the exercise of the rights represented by this Warrant will, upon
issuance, be duly authorized and issued, fully paid and nonassessable.
4. The above provisions are subject to the following:
(a) The Purchase Price shall, from and after the date of issuance of
this Warrant, be subject to adjustment from time to time as hereinafter
provided. Upon each adjustment of the Purchase Price, the Holder of this Warrant
shall thereafter be entitled to purchase, at the Purchase Price resulting from
such adjustment, the number of shares obtained by multiplying the Purchase Price
in effect immediately prior to such adjustment by the number of shares
purchasable pursuant hereto immediately prior to such adjustment and dividing
the product thereof by the Purchase Price resulting from such adjustment.
(b) In case the Corporation shall at any time subdivide or combine
its outstanding shares of Common Stock into a greater number of shares, the
Purchase Price in effect immediately prior to such subdivision shall be
proportionately reduced, and conversely, in case the outstanding shares of
Common Stock of the Corporation shall be combined into a smaller number of
shares, the Purchase Price in effect immediately prior to such combination shall
be proportionately increased.
(c) If any capital reorganization or reclassification of the capital
stock of the Corporation, or consolidation or merger of the Corporation with
another corporation, or the sale of all or substantially all of its assets to
another corporation shall be effected in such a way that the holders of Common
Stock shall be entitled to receive stock, securities or assets with respect to
or in exchange for Common Stock, then, as a condition of such reorganization,
reclassification, consolidation, merger or sale, lawful and adequate provision
shall be made whereby the Holder hereof shall thereafter have the right to
purchase and receive, upon the basis and upon the terms and conditions specified
in this Warrant and in lieu of the shares of the Common Stock of the
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Corporation immediately theretofore purchasable and receivable upon the exercise
of the rights represented hereby, such shares of stock, securities or assets as
may be issued or payable with respect to or in exchange for a number of
outstanding shares of such Common Stock equal to the number of shares of such
stock immediately theretofore purchasable and receivable upon the exercise of
the rights represented hereby had such reorganization, reclassification,
consolidation, merger or sale not taken place, and in any such case appropriate
provision shall be made with respect to the rights and interests of the Holder
of this Warrant to the end that the provisions hereof shall thereafter be
applicable, as nearly as may be, in relation to any shares of stock, securities
or assets thereafter deliverable upon the exercise hereof.
(d) No fractional shares of Common Stock shall be issued upon the
exercise of this Warrant, but, instead of any fraction of a share which would
otherwise be issuable, the Corporation shall pay a cash adjustment (which may be
effected as a reduction of the amount to be paid by the Holder hereof upon such
exercise) in respect of such fraction in an amount equal to the same fraction of
the Market Price per share of Common Stock as of the close of business on the
date of the notice required by paragraph 1 above. "Market Price" shall mean, if
the Common Stock is traded on a securities exchange or on The NASDAQ SmallCap
Market, the closing price of the Common Stock on such exchange or the NASDAQ
SmallCap Market, or, if the Common Stock is otherwise traded in the
over-the-counter market, the closing price, in each case averaged over a period
of 20 consecutive business days prior to the date as of which "Market Price" is
being determined. If at any time the Common Stock is not traded on an exchange
or The NASDAQ SmallCap Market, or otherwise traded in the over-the-counter
market, the "Market Price" shall be the fair value thereof determined in good
faith by the Board of Directors of the Corporation as of a date which is within
15 days of the date as of which the determination is to be made.
5. As used herein, the term "Common Stock" shall include shares
designated as Common Stock of the Corporation on the date of original issue of
this Warrant or, in the case of any reclassification of the outstanding shares
thereof, the stock, securities or assets provided for in paragraph 4(c) above.
6. This Warrant shall not entitle the Holder hereof to any voting
rights or other rights as a stockholder of the Corporation.
7. The Holder of this Warrant, by acceptance hereof, agrees to give
written notice to the Corporation before transferring this Warrant or
transferring any unregistered Common Stock issuable or issued upon the exercise
hereof of Holder's intention to do so, describing briefly the manner of any
proposed transfer of this Warrant or Xxxxxx's intention as to the disposition to
be made of shares of Common Stock issuable or issued upon the exercise hereof.
Holder shall also provide the Corporation with an opinion of counsel
satisfactory to the Corporation to the effect that the proposed transfer of this
Warrant or disposition of unregistered shares may be effected without
registration or qualification (under any Federal or State law) of this Warrant
or the shares of Common Stock issuable or issued upon the exercise hereof. Upon
receipt of such written notice and opinion by the Corporation, Holder shall be
entitled to transfer this Warrant, or to exercise this
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Warrant in accordance with its terms and dispose of the shares received upon
such exercise or to dispose of shares of Common Stock received upon the previous
exercise of this Warrant, provided that an appropriate legend respecting the
aforesaid restrictions on transfer and disposition may be endorsed on this
Warrant or the certificates for such shares.
8. Subject to the provisions of paragraph 7 hereof, this Warrant and
all rights hereunder are transferable, in whole or in part, by the Holder hereof
in person or by duly authorized attorney, upon surrender at the principal office
of the Corporation of this Warrant properly endorsed. Each taker and holder of
this Warrant, by taking or holding the same, consents and agrees that the bearer
of this Warrant, when endorsed, may be treated by the Corporation and all other
persons dealing with this Warrant as the absolute owner hereof for any purpose
and as the person entitled to exercise the rights represented by this Warrant,
or to the transfer hereof on the books of the Corporation, any notice to the
contrary notwithstanding; but until such transfer on such books, the Corporation
may treat the registered Holder hereof as the owner for all purposes.
9. The obligations contained herein shall inure to the benefit of
the parties hereto and their respective successors and permitted assigns.
10. All questions concerning this Warrant will be governed and
interpreted and enforced in accordance with the internal law of the State of
Minnesota.
11. Any notice required to be given to the Corporation under the
terms of this Warrant shall be in writing and addressed to the Secretary of the
Corporation at Xxx Xxxx Xxxxxx, X.X., Xxxxx 00, Xxxxxxxxxxx, Xxxxxxxxx 00000.
All notices shall be deemed to have been given or delivered upon: personal
delivery; five (5) days after deposit in the United States Mail, certified or
registered (return receipt requested); or one (1) business day after deposit
with a nationally recognized overnight courier (prepaid).
IN WITNESS WHEREOF, the Corporation and the Holder have caused this
Warrant to be signed effective June 30, 1997.
TELIDENT, INC.
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X. Xxxxxx XxXxxxxxxx,
President and Chief Executive Officer
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HOLDER
For an Entity:
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Print Name of Entity
By:
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Print Name:
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Its:
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For an Individual:
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Print Name:
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RESTRICTION ON TRANSFER
The securities evidenced hereby may not be transferred without (i)
an opinion of counsel reasonably satisfactory to the Corporation that such
transfer may be lawfully made without registration under the Federal Securities
Act of 1933 and all applicable state securities laws or (ii) such registration.
FORM OF ASSIGNMENT
(TO BE SIGNED ONLY UPON ASSIGNMENT)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
this Warrant, and appoints
to transfer this Warrant on the books of the Corporation with the full power of
substitution in the premises.
Dated:
In the presence of:
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(Signature must conform in all respects
to the name of the Holder as specified
on the face of this Warrant without
alteration, enlargement or any change
whatsoever)
SUBSCRIPTION FORM
To Be Executed by the Holder of This Warrant if Holder
Desires to Exercise This Warrant in Whole or in Part:
To: Telident, Inc. (the "Corporation")
The undersigned ________________________________
Please insert Social Security or other
identifying number of Subscriber:
______________________________
hereby irrevocably elects to exercise the right of purchase represented by this
Warrant for, and to purchase thereunder, __________ shares of the Common Stock
provided for therein and tenders payment herewith to the order of the
Corporation in the amount of $__________, such payment being made as provided on
the face of this Warrant.
The undersigned requests that certificates for such shares of Common
Stock be issued as follows:
Name:
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Address:
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Deliver to:
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Address:
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and, if such number of shares of Common Stock shall not be all the shares of
Common Stock purchasable hereunder, that a new Warrant for the balance remaining
of the shares of Common Stock purchasable under this Warrant be registered in
the name of, and delivered to, the undersigned at the address stated above.
Dated:
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For an Entity:
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Print Name of Entity
By:
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Print Name:
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Its:
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For an Individual:
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Print Name:
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Note: The signature on this Subscription Form must correspond with the name as
written upon the face of this Warrant in every particular, without alteration or
enlargement or any change whatever.
