EXHIBIT 4.7
SHARE PURCHASE PLAN
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This Share Purchase Plan (the "Plan"), entered into as of the 23rd day of
October, 1997, by and between Thermo Electron Corporation, a Delaware
corporation with its principal place of business at 00 Xxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxxxxxx 00000 ("Thermo Electron") and ThermoTrex Corporation, a Delaware
corporation with its principal place of business at 00000 Xxxxxxx Xxxxxx Xxxxx,
Xxx Xxxxx, Xxxxxxxxxx 00000 ("ThermoTrex").
WHEREAS, ThermoTrex has filed a Registration Statement on Form S-3 (the
"Registration Statement") (Reg. No. 333-34909 and 333-34909-01) with the
Securities and Exchange Commission (the "Commission") to register up to
$250,000,000 of its securities, which Registration Statement has been declared
effective by the Commission; and
WHEREAS, ThermoTrex proposes to conduct an offering (the "Offering") of
convertible subordinated debentures (the "Debentures") on terms to be set forth
in a supplement to the prospectus filed as part of the Registration Statement (a
"Prospectus Supplement"); and
WHEREAS, ThermoTrex has the option to deliver shares of the common stock,
$1.00 par value per share, of Thermo Electron (the "Thermo Electron Common
Stock") upon conversion of the Debentures in lieu of issuing its own common
stock, $.01 par value per share (the "Stock Settlement Option"), pursuant to
terms and conditions set forth in the Registration Statement and a Prospectus
Supplement; and
WHEREAS, ThermoTrex wishes to preserve its ability to exercise the Stock
Settlement Option by establishing a source for the shares of Thermo Electron
Common Stock which may be deliverable upon conversion of the Debentures; and
WHEREAS, Thermo Electron wishes to enable ThermoTrex to preserve its
ability to exercise the Stock Settlement Option;
NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Notice of Intent to Purchase. Upon the exercise by
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ThermoTrex of the Stock Settlement Option, Thermo Trex shall send a
notice (the "Purchase Notice") to the Chief Financial Officer of
Thermo Electron specifying the number of shares of Thermo Electron
Common Stock that ThermoTrex desires to purchase in order to satisfy
its delivery obligation pursuant to the Stock Settlement Option. The
maximum number of shares of Thermo Electron Common Stock (the
"Purchased Shares") that may be acquired under this Plan is 3,000,000.
2. Purchase Price. The purchase price for the Purchased Share
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(the "Purchase Price") shall equal the average of the closing prices
for the Thermo Electron Common Stock on the New York Stock Exchange
for the five trading days immediately preceding the date on which
Thermo Electron receives the Purchase Notice.
3. Sale of Thermo Electron Common Stock. ThermoTrex shall deliver
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the Purchase Price to Thermo Electron by check or other method
acceptable to Thermo Electron along with the Purchase Notice. Thermo
Electron shall prepare and issue a certificate for the Purchased
Shares to ThermoTrex as soon as practicable following Thermo
Electron's receipt of the Purchase Price and the Purchase Notice.
4. Adjustment. If, as a result of any stock dividend, stock split,
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reverse stock split or other similar transaction, the number of shares
of outstanding shares of Thermo Electron Common Stock is increased or
decreased, an appropriate and proportionate adjustment shall
thereafter be made in the number of Purchased Shares deliverable
hereunder.
5. Listing. Thermo Electron shall use its best efforts to cause
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the Purchased Shares to be listed on the New York Stock Exchange.
6. Term. This Share Purchase Plan shall remain in effect until
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the right of ThermoTrex to deliver shares of Thermo Electron Common
Stock under the Stock Settlement Option pursuant to the Offering has
expired.
IN WITNESS WHEREOF, the parties hereto have executed this Share Purchase
Plan as of the date first above written.
THERMOTREX CORPORATION
/s/ Xxxxx X. Xxxxxx
____________________________________
By: Xxxxx X. Xxxxxx
Its: Vice President, Finance
THERMO ELECTRON CORPORATION
/s/ Xxxx X. Xxxxx
____________________________________
By: Xxxx X. Xxxxx
Its: Vice President
