EXHIBIT 4(h)
RIGHT TO PURCHASE 25,000 SHARES OF
COMMON STOCK OF
NUCLEAR METALS, INC.
THIS WARRANT AND THE SECURITIES THAT MAY BE ACQUIRED UPON THE EXERCISE
OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "FEDERAL ACT") OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE
SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SECURITIES THAT MAY BE
ACQUIRED UPON THE EXERCISE OF THIS WARRANT MAY BE SOLD, PLEDGED, TRANSFERRED,
ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN
EXEMPTION THEREFROM UNDER PROVISIONS OF THE FEDERAL ACT AND ALL APPLICABLE
STATE SECURITIES LAWS; AND IN THE CASE OF ANY EXEMPTION, ONLY IF THE COMPANY
HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
TRANSACTION DOES NOT REQUIRE REGISTRATION OF THE WARRANT OR THE OTHER
SECURITIES. NEITHER THIS WARRANT NOR THE SECURITIES THAT MAY BE ACQUIRED
UPON THE EXERCISE OF THIS WARRANT MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED
OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY LISTED IN SCHEDULE A TO THIS
WARRANT.
Nuclear Metals, Inc.
Common Stock Purchase Warrant
Nuclear Metals, Inc., a Massachusetts corporation (the "COMPANY"),
hereby certifies that, for value received, State Street Bank and Trust
Company ("SSB") or assigns (SSB, or such assigns who may be the registered
holder or holders hereof, are hereinafter referred to as the "HOLDER") is
entitled, subject to the terms set forth below, to purchase from the Company
at any time or from time to time prior to the Expiration Date, that number of
fully paid and non-assessable shares of Common Stock (as defined in Section
11 hereof), as shall be equal to the Initial Warrant Number (as hereinafter
defined) at a purchase price per share equal to the Initial Exercise Price
(as hereinafter defined) SUBJECT, HOWEVER, to adjustment both as to such
number of shares and as to such price as hereinafter set forth (such price
per share as so adjusted from time to time being herein called the "Exercise
Price").
This Warrant is issued pursuant to the Warrant Agreement (the
"AGREEMENT") dated September 26, 1995, between the Company and SSB, a copy of
which is on file at the principal office of the Company. The Holder of this
Warrant shall be entitled to all of the benefits of the Agreement as provided
therein and by acceptance of this Warrant the Holder agrees to comply with
the terms, conditions and obligations imposed by the Agreement.
Section 1. DEFINITIONS. Terms defined in the Agreement and not otherwise
defined herein are used herein with the meanings so defined therein. Certain
terms are used in this Warrant as specifically defined in Section 11 hereof.
Section 2. EXERCISE OF WARRANT.
Section 2.1. EXERCISE. Subject to the limitations set forth in
Section 3, this Warrant may be exercised by the Holder hereof at any time
during the Warrant Exercise Period by surrender of this Warrant to the
Company at its principal office, together with (i) the form of subscription
at the end hereof duly executed by such Holder, (ii) such other documents,
statements, subscription agreements or other items as may be reasonably
requested by the Company in furtherance of its requirements pursuant to
Section 3 below, and (iii) payment, by certified or official bank check
payable to the order of the Company or by wire transfer to its account, in
the amount obtained by multiplying the number of shares of Common Stock for
which this Warrant is then being exercised by the Exercise Price then in
effect (such amount, the "EXERCISE PAYMENT"), except that the Holder may, at
its option, elect to pay the Exercise Payment by canceling a portion of this
Warrant that is equal to the number of shares determined by dividing the
Exercise Payment by (i) the Current Market Price as of the date of exercise
or (ii) if the Current Market Price cannot be determined because the Common
Stock is not listed or admitted to unlisted trading on the New York Stock
Exchange, another national securities exchange, or the National Market
System, the Estimated Current Market Price (as hereinafter defined) (such
manner of payment, a "NON-CASH EXERCISE PAYMENT"). The "ESTIMATED CURRENT
MARKET PRICE" means the amount most recently determined by the Company's
Board of Directors in its reasonable discretion to represent the fair market
value per share of the Common Stock (including without limitation a
determination for purpose of granting Common Stock options or issuing Common
Stock under an employee benefit plan of the Company). Upon request of the
Holder, the Company's Board of Directors (or a representative thereof) shall
promptly notify the Holder of the Estimated Current Market Price.
Notwithstanding the foregoing, if the Company's Board of Directors has not
made such a determination within the three-month period prior to an exercise
of the Warrant in which the Holder has elected to make a Non-Cash Exercise
Payment, then (A) the Estimated Current Market Price shall be the amount next
determined by the Company's Board of Directors in its reasonable discretion
to represent the fair market value per share of the Common Stock (including
without limitation a determination for purposes of granting Common Stock
options or issuing Common Stock under an employee benefit plan of the
Company), (B) the Company's Board of Directors shall make such a
determination within 15 days of a request by the Holder that it do so, and
(C) the exercise of this Warrant pursuant to this subsection shall be delayed
until such determination is made.
In the event the Warrant is not exercised in full, the Company, at its
expense, will forthwith issue and deliver to or upon the order of the Holder
hereof a new Warrant or Warrants of like tenor and dated September 26, 1995,
in the name of the Holder hereof or as such Holder (upon payment by such
Holder of any applicable transfer taxes) may request, calling in the
aggregate on the face or faces thereof for the number of shares of Common
Stock equal (without giving effect to any adjustment therein) to the number
of such shares called for on the face of this Warrant minus the sum of the
number of such shares (without
giving effect to any adjustment therein) for which this Warrant shall have
been exercised (including by way of a Non-Cash Exercise Payment).
Section 2.2. CLASS OF STOCK RECEIVABLE UPON EXERCISE. Any other
provisions hereof to the contrary notwithstanding, no Bank Affiliate shall be
entitled to exercise the right under this Warrant to purchase any share or
shares of Common Stock if, as a result of such purchase, such Bank Affiliate
would own, control or have power to vote a greater quantity of securities of
any kind than the Bank Affiliate shall be permitted to own, control or have
power to vote under any law or under any regulation, rule or other
requirement of any governmental authority at any time applicable to such Bank
Affiliate.
Section 3. RESTRICTIONS ON TRANSFER.
Section 3.1. COMPLIANCE WITH FEDERAL AND STATE SECURITIES LAWS.
Holder hereby acknowledges that neither this Warrant nor any of the
securities that may be acquired upon exercise of this Warrant have been
registered under the Securities Act of 1933, as amended, or under the
securities laws of any state. The Holder acknowledges that, upon exercise of
this Warrant, the securities to be issued upon such exercise may come under
applicable federal and state securities (or other) laws requiring
registration, qualification or approval of governmental authorities before
such securities may be validly issued or delivered upon notice of such
exercise. The Company's sole obligation to any Holder upon exercise hereof
shall be to use its best efforts to obtain exemptions from registration or
qualification for the issuance of such securities under applicable state and
federal securities laws, and the Holder further agrees that the issuance of
such securities shall be deferred until such exemptions shall have been
obtained; and it is further agreed that the Company shall have no other
obligation or liability to the Holder for non-issuance of such securities
except to return the Warrant surrendered and to refund to the Holder any
consideration tendered in respect of the Exercise Price. With respect to any
such securities, this Warrant may not be exercised by, and securities shall
not be issued to, any Holder in any state in which such exercise would be
unlawful. The Holder agrees that the Company may place such legend or
legends on certificates representing securities issued upon exercise of this
Warrant as the Company may reasonably deem necessary to comply with
applicable state and federal securities laws for the issuance of such
securities.
The provisions of this Section 3 shall apply to the transfer of this
Warrant and the shares of Common Stock purchasable upon exercise of this
Warrant, subject to adjustments from time to time pursuant to the provisions
contained in this Warrant (such securities, together with any shares of stock
or warrants or rights issued as, or resulting from the issuance of, a
dividend or other distribution upon such securities or any other shares of
stock or warrants or rights substituted therefor being herein in the
aggregate called "RESTRICTED SECURITIES"). Each such transfer of a
Restricted Security is herein called a "RESTRICTED ACTION." The holder of
any Restricted Security, by its acceptance thereof, agrees that it will not
take any Restricted Action for so long as the restrictions imposed by this
Section 3 are in effect. The restrictions imposed by this Section 3 upon the
transferability of Restricted Securities (i) shall cease and terminate as to
any particular Restricted Securities when such securities shall have been
effectively registered under the Securities Act and all applicable
state securities laws and disposed of in accordance with the registration
statement covering such Restricted Securities, and (ii) shall cease and
terminate as to any particular Restricted Securities or with respect to any
particular Restricted Action when, in the opinion of counsel for the Holder
thereof, which counsel shall be Messrs. Xxxxxxx, Procter & Xxxx, or such
other counsel as shall be reasonably satisfactory to the Company, such
opinion to be concurred in by counsel to the Company (such concurrence not to
be unreasonably withheld), such restrictions are no longer required with
respect to such Restricted Securities or such Restricted Action, as the case
may be, in order to insure compliance with the Securities Act or under any
applicable state securities laws. Whenever such restrictions shall terminate
as to any Restricted Securities, the same shall no longer be deemed to be
Restricted Securities and the holder thereof shall be entitled to receive
from the Company, without expense (other than transfer taxes, if any), new
securities of like tenor not bearing the applicable legend set forth on such
securities.
Section 4. DELIVERY OF STOCK CERTIFICATES ON EXERCISE.
Section 4.1. DELIVERY. Subject to the complete terms and conditions
of this Agreement, including without limitation the limitations set forth in
Section 3 hereof, as soon as practicable after the exercise of this Warrant
in full or in part, and in any event within ten (10) days thereafter, the
Company at its expense (including the payment by it of any applicable issue
taxes) will cause to be issued in the name of and delivered to the Holder
hereof, or as such Holder (upon payment by such Holder of any applicable
transfer taxes) may direct, a certificate or certificates for the number of
fully paid and non-assessable shares of Common Stock to which such Holder
shall be entitled on such exercise, together with any other stock or other
securities and property (including cash, where applicable) to which such
Holder is entitled upon such exercise.
Section 4.2. FRACTIONAL SHARES. This Warrant may not be exercised as
to fractional shares of the Common Stock. In the event that the exercise of
this Warrant, in full or in part, results in the issuance of any fractional
share of Common Stock, then in such event the Holder of this Warrant shall be
entitled to cash equal to the fair market value of such fractional share as
determined in good faith and on a reasonable basis by the Company's Board of
Directors.
Section 5. ADJUSTMENT FOR DIVIDENDS, DISTRIBUTIONS AND RECLASSIFICATIONS.
In case at any time or from time to time, the holders of Common Stock
shall have received, or (on or after the record date fixed for the
determination of shareholders eligible to receive) shall have become entitled
to receive, without payment therefor:
(a) other or additional stock or other securities or property
(other than cash) by way of dividend; or
(b) other or additional (or less) stock or other securities or
property (including cash) by way of spin-off, split-up,
reclassification, recapitalization, combination of shares or similar
corporate restructuring;
OTHER THAN additional shares of Common Stock issued as a stock dividend or in
a stock-split (adjustments in respect of which are provided for in Section 7
hereof), then and in each such case the Holder of this Warrant, on the
exercise hereof as provided in Section 2 hereof, shall be entitled to receive
the amount of stock and other securities and property (including cash in the
case referred to in subsection (b) of this Section 5) which such Holder would
have received prior to or would have held on the date of such exercise if on
the date hereof he had been the holder of record of the number of shares of
Common Stock called for on the face of this Warrant and had thereafter,
during the period from the date hereof to and including the date of such
exercise, retained such shares and all such other or additional stock and
other securities and property (including cash in the case referred to in
subsection (b) of this Section 5) receivable by such Holder as aforesaid
during such period, giving effect to all further adjustments called for
during such period by Sections 6 and 7 hereof.
Section 6. ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC.
Section 6.1. CERTAIN ADJUSTMENTS. In case at any time or from time to
time, the Company shall (i) effect a capital reorganization, reclassification
or recapitalization, (ii) consolidate with or merge into any other person, or
(iii) transfer all or substantially all of its properties or assets to any
other person under any plan or arrangement contemplating the dissolution of
the Company, then in each such case, the Holder of this Warrant, on the
exercise hereof as provided in Section 2 hereof at any time after the
consummation of such reorganization, recapitalization, consolidation or
merger or the effective date of such dissolution, as the case may be, shall
receive, in lieu of the Common Stock (or Other Stock) issuable on such
exercise prior to such consummation or effective date, the stock and other
securities and property (including cash) to which such Holder would have been
entitled upon such consummation or in connection with such dissolution, as
the case may be, if such Holder had so exercised this Warrant immediately
prior thereto, all subject to further adjustment thereafter as provided in
Sections 5 and 7 hereof.
Section 6.2. APPOINTMENT OF TRUSTEE FOR WARRANT HOLDERS UPON
DISSOLUTION. In the event of any dissolution of the Company following the
transfer of all or substantially all of its properties or assets, the
Company, prior to such dissolution, shall, at its expense, deliver or cause
to be delivered the stock and other securities and property (including cash,
where applicable) receivable by the Holders of the Warrant after the
effective date of such dissolution pursuant to this Section 6 to a bank or
trust company having its principal office in Boston, Massachusetts, as
trustee for the Holder or Holders of the Warrant.
Section 6.3. CONTINUATION OF TERMS. Upon any reorganization,
consolidation, merger or transfer (and any dissolution following any
transfer) referred to in this Section 6 (any such event, a "Business
Combination"), this Warrant shall continue in full force and effect and the
terms hereof shall be applicable to the shares of stock and other securities
and property receivable on the exercise of this Warrant after the
consummation of such Business
Combination, and shall be binding upon the issuer of any such stock or other
securities, including, in the case of any such transfer, the person acquiring
all or substantially all of the properties or assets of the Company, whether
or not such person shall have expressly assumed the terms of this Warrant as
provided in Section 8 hereof.
Section 7. STOCK SPLITS, STOCK DIVIDENDS, REDUCTION IN WARRANT NUMBER;
PREEMPTIVE RIGHTS.
Section 7.1 STOCK EVENTS. If at any time there shall occur any stock
split, stock dividend, reverse stock split or other subdivision of the
Company's Common Stock ("STOCK EVENT"), then the number of shares of Common
Stock to be received by the Holder of this Warrant shall be appropriately
adjusted such that the proportion of the number of shares issuable hereunder
prior to such Stock Event to the total number of shares of the Company
outstanding (on a fully diluted basis, as such term is defined in Section
11.11) prior to such Stock Event is equal to the proportion of the number of
shares issuable hereunder after such Stock Event to the total number of
shares of the Company outstanding (on a fully diluted basis) after such Stock
Event. No adjustment to the Exercise Price shall be made in connection with
any adjustment of the number of shares of Common Stock receivable upon
exercise of this Warrant, except that the Exercise Price shall be
proportionately decreased or increased upon the occurrence of any stock split
or other subdivision of the Common Stock.
Section 7.2 OTHER ISSUANCES OF COMMON STOCK. Subject to Section 7.3
and unless the Holder of this Warrant shall otherwise agree, if at any time
there shall be any increase in the number of shares of Common Stock
outstanding or which the Company is obligated to issue, or covered by any
option, warrant or convertible security which is outstanding or which the
Company is obligated to issue, then the number of shares of Common Stock to
be received by the holder of this Warrant shall be adjusted to that number
determined by multiplying the number of shares of Common Stock purchasable
hereunder prior thereto by a fraction (i) the numerator of which shall be the
number of shares of Common Stock outstanding (on a fully diluted basis)
immediately after such increase, and (ii) the denominator of which shall be
the number of shares of Common Stock outstanding (on a fully diluted basis)
immediately prior to such increase. Thereupon, the Exercise Price shall be
correspondingly reduced so that the aggregate Exercise Price for all shares
of Common Stock covered hereby shall remain unchanged.
Section 8. CERTAIN OBLIGATIONS OF THE COMPANY. The Company will from time
to time, in accordance with the laws of The Commonwealth of Massachusetts,
take action to increase the authorized amount of its Common Stock if at any
time the number of shares of Common Stock authorized but remaining unissued
and unreserved for other purposes shall be insufficient to permit the
exercise of this Warrant.
The Company covenants that it will at all times reserve and keep
available out of its authorized and unissued Common Stock or out of shares of
its treasury stock, solely for the purpose of issue upon exercise of the
purchase rights evidenced by this Warrant, a number of shares of Common Stock
equal to the Warrant Number in effect from time to time.
The Company will not, by amendment of its Articles of Organization,
including without limitation, amendment of the par value of its Common Stock,
or through reorganization, consolidation, merger, dissolution, issuance of
capital stock or sale of treasury stock (otherwise than upon exercise of this
Warrant) or sale of assets, or by any other voluntary act or deed, avoid or
seek to avoid the material performance or observance of any of the covenants,
stipulations or conditions in this Warrant to be observed or performed by the
Company. The Company will at all times in good faith assist, insofar as it
is able, in the carrying out of all of the provisions of this Warrant in a
reasonable manner and in the taking of all other action which may be
necessary in order to protect the rights of the holder of this Warrant
against dilution in the manner required by the provisions of this Warrant.
The Company will maintain an office where presentations and demands to
or upon the Company in respect of this Warrant may be made. The Company will
give notice in writing to the registered holder of this Warrant, at the
address of the registered holder of this Warrant appearing on the books of
the Company, of each change in the location of such office.
Section 9. ACCOUNTANTS' CERTIFICATE AS TO ADJUSTMENTS. In each case of any
event that may require any adjustment or readjustment in the shares of Common
Stock issuable on the exercise of this Warrant, the Company at its expense
will promptly prepare a certificate setting forth such adjustment or
readjustment, or stating the reasons why no adjustment or readjustment is
being made, and showing, in detail, the facts upon which any such adjustment
or readjustment is based, including a statement of (i) the number of shares
of the Company's Common Stock then outstanding on a fully diluted basis, and
(ii) the number of shares of Common Stock to be received upon exercise of
this Warrant, in effect immediately prior to such adjustment or readjustment
and as adjusted and readjusted (if required by Section 7) on account thereof.
The Company will forthwith mail a copy of each such certificate to each
Holder of a Warrant, and will, on the written request at any time of any
Holder of a Warrant, furnish to such Holder a like certificate setting forth
the calculations used to determine such adjustment or readjustment. At its
option, the Holder of a Warrant may confirm the adjustment noted on the
certificate by causing such adjustment to be computed by an independent
certified public accountant at the expense of the Company.
Section 10. NOTICES OF RECORD DATE. In the event of:
(a) any taking by the Company of a record of the holders of any
class of securities for the purpose of determining the holders thereof
who are entitled to receive any dividend or other distribution, or any
right to subscribe for, purchase or otherwise acquire any shares of
stock of any class or any other securities or property, or to receive
any other right; or
(b) any capital reorganization of the Company, any reclassification
or recapitalization of the capital stock of the Company or any transfer
of all or substantially all the assets of the Company to or any
consolidation or merger of the Company with or into any other Person; or
(c) any voluntary or involuntary dissolution, liquidation or
winding-up of the Company,
then, and in each such event, the Company will mail or cause to be mailed to
the Holder of this Warrant a notice specifying (i) the date on which any such
record is to be taken for the purpose of such dividend, distribution or
right, and stating the amount and character of such dividend, distribution or
right, and (ii) the date on which any such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation
or winding-up is to take place, and the time, if any is to be fixed, as of
which the holders of record of Common Stock shall be entitled to exchange
their shares of Common Stock for securities or other property deliverable on
such reorganization, reclassification, recapitalization, transfer,
consolidation, merger, dissolution, liquidation or winding-up. Such notice
shall be mailed at least 30 days prior to the date specified in such notice
on which any such action is to be taken.
Section 11. DEFINITIONS. As used herein the following terms, unless the
context otherwise requires, have the following respective meanings:
Section 11.1. The term BANK AFFILIATE means any Person which is a bank
holding company or a subsidiary of a bank holding company as defined in the
Bank Holding Company Act of 1956, as amended, or other applicable banking
laws of the United States and the rules and regulations promulgated
thereunder.
Section 11.2. The term COMPANY shall include Nuclear Metals, Inc., a
Massachusetts corporation, and any corporation which shall succeed to or
assume the obligations of the Company hereunder.
Section 11.3. The term COMMON STOCK includes (i) the Company's Common
Stock, having $.10 par value, (ii) any other capital stock of any class or
classes (however designated) of the Company, the holders of which shall have
the right, without limitation as to amount, either to all or to a share of
the balance of current dividends and liquidating dividends after the payment
of dividends and distributions on any shares entitled to preference, and
(iii) any other securities into which or for which any of the securities
described in clauses (i) or (ii) above have been converted or exchanged
pursuant to a plan of recapitalization, reorganization, merger, sale of
assets or otherwise.
Section 11.4. The term EXPIRATION DATE shall mean September 26, 2005.
Section 11.5. The term INITIAL EXERCISE PRICE shall mean $11.89.
Section 11.6. The term INITIAL WARRANT NUMBER shall mean 25,000.
Section 11.7. The term OTHER STOCK shall mean stock of the Company
other than the Company's Common Stock.
Section 11.8. The term OUTSTANDING WARRANT shall mean the Initial
Warrant Number as adjusted herein minus the number of Warrants exercised
pursuant to Section 2.1 hereof.
Section 11.9. The term PERSON shall mean an individual, partnership,
corporation, association, trust, joint venture, unincorporated organization
or any government, governmental department or agency or political subdivision
thereof.
Section 11.10. The term WARRANT EXERCISE PERIOD shall mean the period
beginning on the date hereof and ending on the Expiration Date.
Section 11.11. The term "FULLY DILUTED" when used in connection with the
Common Stock of the Company shall mean, as of any given date, the shares of
Common Stock actually issued and outstanding or which the Company is
obligated to issue on such date together with all shares of such Common Stock
that would be issued on such date assuming conversion or exercise of all
warrants, options or other rights or securities (including shares of the
Company's Preferred Stock) which provide for the acquisition of shares of
Common Stock and which are then outstanding or which the Company is obligated
to issue.
Section 12. WARRANT AGENT. The Company may, by written notice to the holder
of this Warrant, appoint an agent having an office in Boston, Massachusetts
for the purpose of issuing Common Stock on the exercise of this Warrant
pursuant to Section 2 hereof, and exchanging or replacing this Warrant
pursuant to the Agreement, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at such
office by such agent.
Section 13. REMEDIES. The Company stipulates that the remedies at law of the
Holder of this Warrant in the event of any default or threatened default by
the Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any
agreement contained herein or by an injunction against a violation of any of
the terms hereof or otherwise.
Section 14. NOTICES. All notices and other communications from the Company
to the Holder of this Warrant shall be mailed by first class registered or
certified mail, postage prepaid, or sent by telecopier, facsimile machine or
telex to such address as may have been furnished to the Company in writing by
such Holder or, until any such Holder furnishes to the Company an address,
then to, and at the address of, the last Holder of this Warrant who has so
furnished an address to the Company.
Section 15. TRANSFER. Subject to the provisions of this Agreement and the
Warrant Agreement, including without limitation the provisions of Section 3
hereof, this Warrant and all rights hereunder are transferable, in whole or
in part, at the office or agency of the Company by the registered Holder
thereof in person or by a duly authorized attorney, upon surrender of this
Warrant together with an assignment hereof properly endorsed. Until transfer
hereof on the registration books of the Company, the Company may treat the
registered Holder hereof as the owner hereof for all purposes. Any
transferee of this
Warrant and any rights hereunder, by acceptance thereof, agrees to assume all
of the obligations of a Holder thereunder and to be bound by all of the terms
and provisions of the Agreement.
Section 16. MISCELLANEOUS. In case any provision of this Warrant shall be
invalid, illegal or unenforceable, or partially invalid, illegal or
unenforceable, the provision shall be enforced to the extent, if any, that it
may legally be enforced and the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
This Warrant and any term hereof may be changed, waived, discharged or
terminated only by a statement in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is sought. This
Warrant shall be governed by and construed in accordance with the domestic
substantive laws (and not the conflict of law rules) of The Commonwealth of
Massachusetts. The headings in this Warrant are for purposes of reference
only, and shall not limit or otherwise affect any of the terms hereof. This
Warrant shall take effect as an instrument under seal.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its duly authorized officer and its corporate seal to be impressed hereon
and attested by its Secretary.
Dated: September 26, 1995 NUCLEAR METALS, INC.
(Corporate Seal) By. /S/ XXXXX X. XXXXXXX
-----------------------
Name: Xxxxx X. Xxxxxxx
Title: V. P. Finance
FORM OF SUBSCRIPTION
(To be signed only on exercise of
Common Stock Purchase Warrant)
TO: NUCLEAR METALS, INC.
The undersigned, the holder of the within Common Stock Purchase Warrant,
hereby irrevocably elects to exercise this Common Stock Purchase Warrant for,
and to purchase thereunder * shares of Common Stock of Nuclear
Metals, Inc. (the "Company") and herewith makes payment of $__________
therefor, and requests that the certificates for such shares be issued in the
name of, and delivered to _________________, whose address is
______________________. The undersigned agrees that this election is subject
to the complete terms and conditions of the Warrant Agreement dated
_________, 1995, and the undersigned agrees to deliver to the Company such
additional documentation as may be requested by the Company in accordance
with the Warrant Agreement.
Dated: __________________________________________
(Signature must conform in all respects to
name of Holder as specified on the face of
the Warrant)
__________________________________________
(Address)
_________________
*Insert here the number of shares (all or part of the number of shares
called for in the Common Stock Purchase Warrant) as to which the Common Stock
Purchase Warrant is being exercised without making any adjustment for any
other stock or other securities or property or cash which, pursuant to the
adjustment provisions of the Common Stock Purchase Warrant, may be
deliverable on exercise, it being understood that the exercise of the Common
Stock Purchase Warrant with respect to the number of shares set forth herein
is deemed also to be the exercise of the Common Stock Purchase Warrant with
respect to such other stock, securities, cash or property.
FORM OF ASSIGNMENT
(To be signed only on transfer of
Common Stock Purchase Warrant)
For value received, the undersigned hereby sells, assigns, and transfers
unto ________ of _________ the right represented by the within Common Stock
Purchase Warrant to purchase _______ shares of Common Stock of Nuclear
Metals, Inc. to which the within Common Stock Purchase Warrant relates, and
appoints ____________ as Attorney to transfer such right on the books of
Nuclear Metals, Inc. with full power of substitution in the premises.
Dated: __________________________________________
(Signature must conform in all respects to
name of Holder as specified on the face of
the Warrant)
__________________________________________
(Address)
Signed in the presence of:
_____________________________
