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EXHIBIT 4.7
NEITHER THIS WARRANT NOR THE STOCK FOR WHICH IT MAY BE EXERCISED HAS BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR
ANY OTHER FEDERAL OR STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF EXCEPT AS EXPRESSLY PROVIDED HEREIN. WITHOUT LIMITING THE
FOREGOING, THIS WARRANT MAY NOT BE TRANSFERRED FOR A PERIOD OF TWELVE (12)
MONTHS AFTER THE DATE OF ISSUANCE OF THIS WARRANT UNLESS PERMITTED BY THE TERMS
OF THIS WARRANT AND APPLICABLE LAW.
[SAF-T-HAMMER LOGO]
SAF-T-HAMMER CORPORATION
COMMON STOCK PURCHASE WARRANT No. ____
This certifies that, for value received, ____________ ("Holder"), is
entitled to subscribe for and purchase from Saf-T-Hammer Corporation, a Nevada
corporation ("Company"), ___________ shares, subject to adjustment as set forth
in ARTICLE II below ("Warrant Shares"), of Common Stock of the Company, par
value $0.001 per share ("Common Stock"), at the exercise price of $0.50 per
share, which price is subject to adjustment as set forth in ARTICLE II below
("Exercise Price"), at any time and from time to time beginning on the date of
this Warrant as set forth below ("Exercise Date"), and ending on the date that
is two (2) years after the date of this Warrant ("Expiration Date"), upon
written notice from the Holder to the Company ("Notice") and subject to the
terms provided herein.
This Warrant is subject to the following provisions, terms and conditions:
ARTICLE I.
EXERCISE; RESERVATION OF SHARES
Section 1.01 Warrant Exercise. The rights represented by this Warrant may
be exercised by the Holder at any time and from time to time prior to the
expiration of this Warrant, upon Notice, by the surrender at the principal
office of the Company of this Warrant together with a duly executed subscription
in the form annexed hereto ("Subscription Form") and accompanied by payment, in
certified or immediately
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available funds, of the Exercise Price for the number of Warrant Shares
specified in the Subscription Form. The shares so purchased shall be deemed to
be issued to the Holder as the record owner of such shares as of the close of
business on the date on which this Warrant shall be exercised as hereinabove
provided. No fractional shares or scrip representing fractional shares shall be
issued upon exercise of this Warrant and the number of shares that shall be
issued upon such exercise shall be rounded to the nearest whole share without
the payment or receipt of any additional consideration.
Section 1.02 Certificates. Certificates for the shares purchased pursuant
to Section 1.01 shall be delivered to the Holder within a reasonable time after
the rights represented by this Warrant shall have been so exercised, and a new
Warrant in the name of the Holder representing the rights, if any, that shall
not have been exercised prior to the Expiration Date with respect to this
Warrant shall also be delivered to such Holder within such time, with such new
Warrant to be identical in all other respects to this Warrant. The term
"Warrant," as used herein, includes any Warrants into which this Warrant may be
divided or combined and any subsequent Warrants issued upon the transfer or
exchange or reissuance upon loss hereof.
Section 1.03 Reservation of Shares. The Company represents,
warrants, covenants and agrees:
(a) That all shares of Common Stock that may be issued upon
exercise of this Warrant will, upon issuance, be validly issued, fully
paid and nonassessable and free from all taxes, liens and charges with
respect to the issue thereof; and
(b) That during the period the rights represented by this Warrant
may be exercised, the Company will at all times have authorized, and
reserved for the purpose of issue and delivery upon exercise of the rights
evidenced by this Warrant, a sufficient number of shares of Common Stock
to provide for the exercise of the rights represented by this Warrant.
ARTICLE II.
ADJUSTMENTS
Section 2.01 Adjustment Events.
(a) Capital Events. If any reorganization or reclassification of
the capital stock of the Company, or any consolidation or merger of the
Company with another corporation, or the sale of all or substantially all
of its assets to another corporation (in any instance, a "Capital Event")
shall be effected in such a way that holders of Common Stock shall be
entitled to receive stock, securities or assets (including cash) with
respect to or in exchange for their Common Stock, then, as a condition of
such Capital Event, lawful and adequate provisions shall be made whereby
the Holder hereof shall thereafter have the right to purchase and
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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 Company
immediately theretofore purchasable and receivable upon the exercise of
the rights represented hereby, an amount of such shares of stock,
securities or assets (including cash) as may have been 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 Capital Event not taken place.
(b) Preservation of Value. In the case of any Capital Event,
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 (including, without limitation, provisions for adjustment of the
number of shares that may be issued upon exercise of this Warrant and the
Exercise Price hereof) shall thereafter be applicable, as nearly as may
be, in relation to any shares of stock, securities or assets (including
cash) thereafter deliverable upon the exercise of the rights represented
hereby.
(c) Obligation Expressly Assumed. The Company shall not effect
any consolidation, merger or sale of all or substantially all of its
assets, unless prior to the consummation thereof the successor corporation
(if other than the Company) resulting from such consolidation or merger,
or the corporation into or for the securities of which the previously
outstanding stock of the Company shall be changed in connection with such
consolidation or merger, or the corporation purchasing such assets, as the
case may be, shall assume by written instrument executed and mailed or
delivered to the registered Holder at the last address of such Holder
appearing on the books of the Company, the obligation to deliver to such
Holder, upon exercise of this Warrant, such shares of stock, securities or
assets (including cash) as, in accordance with the foregoing provisions,
such Holder may be entitled to purchase.
Section 2.02 Subdivision or Combination of Stock. In the event that the
Company shall at any time subdivide or split its outstanding shares of Common
Stock into a greater number of shares, the number of Warrant Shares subject to
issuance upon exercise of this Warrant at the opening of business on the day
upon which such subdivision becomes effective shall be proportionately
increased. In the event that the outstanding shares of Common Stock of the
Company shall be combined into a smaller number of shares, the number of shares
subject to issuance upon exercise of this Warrant at the opening of business on
the day upon which such subdivision becomes effective shall be proportionately
decreased. Any such increase or decrease, as the case may be, shall become
effective immediately after the opening of business on the day following the day
upon which such subdivision or combination, as the case may be, becomes
effective.
Section 2.03 Stock Dividends. In the event that the Company shall at any
time declare any dividend or distribution upon its Common Stock payable in
stock, the number of Warrant Shares subject to issuance upon exercise of this
Warrant shall be increased by
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the number (and the kind) of shares which would have been issued to the holder
of this Warrant if this Warrant were exercised immediately prior to such
dividend. Such increase shall become effective immediately after the opening of
business on the day following the record date for such dividend or distribution.
Section 2.04 Treasury Shares. The number of shares of Common Stock
outstanding at any given time shall not include shares of the Company owned or
held by or for the account of the Company.
Section 2.05 Minimum Adjustment. No adjustment in the number of shares
that may be issued upon exercise of this Warrant as provided in this Article II
shall be required unless such adjustment would require an increase or decrease
in such number of shares of at least one percent (1%) of the then adjusted
number of shares of Common Stock that may be issued upon exercise of this
Warrant; provided, however, that any such adjustments that by reason of the
foregoing are not required to be made shall be carried forward and taken into
account and included in determining the amount of any subsequent adjustment; and
provided further, that if the Company shall at any time subdivide or combine the
outstanding shares of Common Stock or issue additional shares of Common Stock as
a dividend, said percentage shall forthwith be proportionately adjusted so as to
appropriately reflect the same.
Section 2.06 Adjustment of Exercise Price. Whenever the number of shares
of Common Stock that may be issued upon exercise of this Warrant is adjusted,
and effective at the time such adjustment is effective, as provided in Sections
2.01, 2.02 and 2.03 of this Article II, the Exercise Price shall be adjusted (to
the nearest whole cent) by multiplying each such Exercise Price immediately
prior to such adjustment by a fraction (x) the numerator of which shall be the
number of shares of Common Stock which may be issued upon the exercise of each
such Warrant immediately prior to such adjustment, and (y) the denominator of
which shall be the number of shares of Common Stock so purchasable immediately
thereafter. The Company may retain a firm of independent certified public
accountants (which may not be the regular accountants employed by the Company)
to make any required computation, and a certificate signed by such firm shall be
conclusive evidence of the correctness of such adjustment.
Section 2.07 Record Date. In the event that the Company shall not take a
record of the holders of its Common Stock for the purpose of entitling them to
receive a dividend payable in Common Stock, then such record date shall be
deemed for the purposes of this Article II to be the date of the issue or sale
of the shares of Common Stock deemed to have been issued or sold upon the
declaration of such dividend.
Section 2.08 Officer's Certificate. Whenever the Exercise Price shall be
adjusted as provided in this Article II, the Company shall forthwith file with
its Secretary and retain in the permanent records of the Company, an officer's
certificate showing the adjusted Exercise Price determined as provided in this
Article II, setting forth in reasonable detail the facts requiring such
adjustment, including a statement of the number of additional or fewer shares of
Common Stock, and such other facts as may be
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reasonably necessary to show the reason for and the method of computing such
adjustment. Each such officer's certificate shall be made available at all
reasonable times for inspection by the Holder.
Section 2.09 Notice of Adjustment. Upon any adjustment of the number of
shares that may be issued upon exercise of this Warrant or the Exercise Price,
the Company shall give notice thereof to the Holder, which notice shall state
the increase or decrease, if any, in the number of shares that may be issued
upon the exercise of this Warrant and the Exercise Price, setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based.
Section 2.10 Definition of "Common Stock". As used in this Article II, the
term "Common Stock" shall mean and include all of the Company's authorized
Common Stock of any class as constituted on the date of this Warrant as set
forth below, and shall also include any capital stock of any class of the
Company thereafter authorized that shall not be limited to a fixed sum or stated
value in respect of the rights of the holders thereof to participate in
dividends or the distribution of assets upon the voluntary or involuntary
liquidation, dissolution or winding up of the Company.
Section 2.11 Exclusion of Certain Stock. Notwithstanding anything in this
Article II, no adjustment of the Exercise Price or the number of shares to be
issued upon exercise of this Warrant shall be made upon, (i) the grant of
options under any stock option plan of the Company now existing or hereafter
adopted by the Company (as any such plan may be amended from time to time) or
(ii) the issuance of shares of Common Stock upon the exercise of options granted
under any such plan or (iii) other events where adjustment is not specifically
required by this Warrant.
ARTICLE III.
TRANSFER RESTRICTIONS
Section 3.01 Securities Law Transfer Restrictions. By taking and holding
this Warrant, the Holder (i) acknowledges that neither this Warrant nor any
shares of Common Stock that may be issued upon exercise of this Warrant have
been registered under the Securities Act or any applicable state securities or
blue sky law (collectively, "Securities Laws"); (ii) agrees not to sell,
transfer or otherwise dispose of this Warrant, and agrees not to sell, transfer
or otherwise dispose of any such shares of Common Stock without registration
unless the sale, transfer or disposition of such shares can be effected without
registration and in compliance with the Securities Laws; and (iii) agrees not to
sell, transfer or otherwise dispose of this Warrant or any portion thereof or
interest therein except as otherwise expressly permitted herein. No part of this
Warrant or any portion thereof or interest therein may be transferred, whether
voluntarily, involuntarily or by operation of law, except to a Permitted
Transferee as hereinafter defined. "Permitted Transferee" shall mean a successor
by inheritance or in testate succession to any interest in this Warrant or any
portion thereof and who accepts by written instrument reasonably acceptable to
the Company each of the terms and conditions that govern this Warrant.
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Without limiting the foregoing, no rights in this Warrant may be transferred for
twelve (12) months after the date of issuance of this Warrant. Any certificate
for shares of Common Stock issued upon exercise of this Warrant shall bear an
appropriate legend describing the foregoing restrictions, unless such shares of
Common Stock have been effectively registered under the applicable Securities
Laws.
Section 3.02 Provision of Information by Holder. The Holder shall make
available to the Company such written information, presented in form and content
satisfactory to the Company, as the Company may reasonably request, from time to
time, in order to make the determination provided for in Section 3.01.
ARTICLE IV.
MISCELLANEOUS
Section 4.01 Transfer of Warrants. No right or interest in this
Warrant shall be transferable except as provided in Article III.
Section 4.02 Notices. Any notice or communication to be given pursuant to
this Warrant shall be in writing and shall be delivered in person or by
certified mail, return receipt requested, in the United States mail, postage
prepaid. Notices to the Company shall be addressed to the Company's principal
office. Notices to the Holder shall be addressed to the Holder's address as
reflected in the records of the Company. Notices shall be effective upon
delivery in person, or, if mailed, at midnight on the fifth business day after
mailing.
Section 4.03 No Shareholder Rights. This Warrant shall not
entitle the Holder to any voting rights or other rights as a shareholder of
the Company.
Section 4.04 Governing Law. This Warrant shall be governed by and
construed in accordance with the laws of the State of Arizona.
Section 4.05 Headings; Interpretation. The section headings used herein
are for convenience of reference only and are not intended to define, limit or
describe the scope or intent of any provision of this Warrant. When used in this
Warrant, the term "including" shall mean "including, without limitation."
Section 4.06 Successors. The covenants, agreements and provisions of this
Warrant shall bind the parties hereto and their respective successors and
permitted assigns.
Section 4.07 Integrated Agreement; Modification. This Warrant is a
complete statement of the agreement of the parties with respect to the subject
matter hereof and may be modified only by written instrument executed by the
parties.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be issued
effective as of the 19th day of March, 2001.
SAF-T-HAMMER CORPORATION, a Nevada
corporation
By: /s/ Xxxxxxxx X. Xxxxx
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Name: Xxxxxxxx X. Xxxxx
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Its: CEO
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SUBSCRIPTION FORM
(TO BE EXECUTED ONLY UPON EXERCISE OF WARRANT)
The undersigned registered owner of this Warrant irrevocably exercises
this Warrant and purchases __________ shares of Common Stock of Saf-T-Hammer
Corporation, a Nevada corporation, that may be issued under this Warrant and
herewith delivers the sum of $____________ in full payment of the Exercise Price
for such shares, all on the terms and conditions specified in this Warrant. Such
shares are to be delivered to such holder at the address reflected in the
records of the Company unless contrary instructions are herein given.
Deliver certificates to:
________________________
Dated:____________ _____________________________________________
(Signature of Registered Owner)
_____________________________________________
(Street Address)
_____________________________________________
(City) (State) (Zip Code)
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