Exhibit 4.34
Warrant No. CCEC1
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN AND WILL NOT BE, AS OF THE TIME OF ISSUANCE, REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE LAW, AND MAY NOT BE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
SUCH ACT. THIS WARRANT AND SUCH SHARES MAY BE TRANSFERRED ONLY IN COMPLIANCE
WITH THE CONDITIONS SPECIFIED IN THIS WARRANT.
PACIFIC AEROSPACE & ELECTRONICS, INC.
COMMON STOCK PURCHASE WARRANT
Expiring April 17, 2003 (or earlier)
April 17, 2000
Pacific Aerospace & Electronics, Inc., a Washington corporation (the
"Company"), for value received, hereby certifies that Continental Capital &
Equity Corporation, of 000 Xxxxxx Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxx
00000, is entitled to purchase from the Company 50,000 duly authorized shares
(subject to adjustment pursuant to Section 2 below) of the Company's common
stock, $.001 par value per share (the "Warrant Stock"), at any time from time to
time beginning on the date of this warrant and prior to the earlier of: (i)
April 17, 2003 or (ii) 12 months from the date a registration statement
registering the resale of the Warrant Stock becomes effective, at a purchase
price per share of $3.50, all subject to the terms, conditions, and possible
adjustments set forth below.
1. Exercise of Warrant.
1.1 Manner of Exercise. The holder of this Warrant may exercise it,
in whole or in part, during normal business hours on any business day prior to
expiration by surrendering this Warrant to the Company at the Company's
principal office, accompanied by an executed subscription agreement in
substantially the form attached hereto as Exhibit A and by payment, in cash or
by certified or official bank check payable to the order of the Company, or by
any combination of such methods, in the amount obtained by multiplying (a) the
number of shares of Warrant Stock designated in such subscription by (b) $3.50,
whereupon such holder shall be entitled to receive the number of duly
authorized, validly issued, fully paid and nonassessable shares of Warrant Stock
as is indicated on the subscription.
1.2 When Exercise Effective. Each exercise of this Warrant shall be
deemed to have been effected immediately prior to the close of business on the
business day on which this
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Warrant shall have been surrendered to the Company as provided in Section 1.1
and, at such time, the person or persons in whose name or names any certificate
or certificates for shares of Warrant Stock shall be issued upon such exercise
shall be deemed for all corporate purposes to have become the holder of record
thereof.
1.3 Delivery of Stock Certificates. As soon as practicable after
each exercise of this Warrant, and in any event within five business days
thereafter, the Company, at its expense, will cause to be issued in the name of
and delivered to the holder hereof, or to the person or entity such holder may
direct (after payment by such holder of any applicable transfer taxes), a
certificate or certificates for the number of duly authorized, validly issued,
fully paid and nonassessable shares of Warrant Stock to which the holder or its
designee shall be entitled upon such exercise.
1.4 Partial Exercise.
1.4.1 Fractional Shares. In the event of any partial exercise
of this Warrant, the Company will not issue certificates for any fractional
shares of the Warrant Stock to which the holder otherwise may be entitled, and
the Company shall not be obligated to refund an amount of cash comprising the
market value of any fractional share of Warrant Stock for which the Company will
not issue a certificate.
1.4.2 Replacement Warrant. In the event of any partial
exercise of this Warrant, upon tender of this Warrant to the Company, the
Company shall issue a new Warrant containing the same terms and conditions as
this Warrant but calling on the face thereof for the number of shares of Warrant
Stock equal to the number of shares called for on the face of this Warrant minus
the number of shares of Warrant Stock issued upon the partial exercise of this
Warrant.
2. Adjustment of Warrant Stock Issuable Upon Exercise. If the Company at
any time or from time to time after the date of this Warrant, but before
expiration, effects a split or subdivision of the outstanding shares of its then
outstanding common stock into a greater number of shares of common stock, or if
the Company effects a reverse split of the outstanding shares of its common
stock into a lesser number of shares of common stock (by reclassification or
otherwise than by payment of a dividend in common stock), then, and in each such
case, the number of shares called for on the face of this Warrant (or the face
of any replacement Warrant issued upon partial exercise) shall be adjusted
proportionally, and the exercise price with respect to such adjusted number of
shares also shall be adjusted proportionally.
3. Restrictions on Transfer.
3.1 Restrictive Legends. Each replacement Warrant issued upon
partial exercise or the transfer of any Warrant shall contain a legend in
substantially the following form:
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THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS
WARRANT HAVE NOT BEEN AND WILL NOT BE, AS OF THE TIME OF
ISSUANCE, REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY COMPARABLE STATE LAW, AND MAY NOT BE TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM
UNDER SUCH ACT. THIS WARRANT AND SUCH SHARES MAY BE TRANSFERRED
ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THIS WARRANT.
Each certificate for Warrant Stock issued upon the exercise of any Warrant, and
each certificate issued upon the transfer of any such Warrant Stock, shall be
stamped or otherwise imprinted with a legend in substantially the following
form:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER
THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE
OFFERED, SOLD, OR TRANSFERRED IN THE ABSENCE OF REGISTRATION, OR
THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION, UNDER THE
SECURITIES ACT OF 1933 AND APPROPRIATE STATE SECURITIES LAWS.
FURTHERMORE, NO OFFER, SALE, OR TRANSFER, IS TO TAKE PLACE UNLESS
THE COMPANY RECEIVES AN OPINION OF COUNSEL, AT SHAREHOLDER'S
EXPENSE, AND SATISFACTORY TO IT, THAT AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.
1.2 Notice of Proposed Transfer. Prior to the transfer of any shares
of Warrant Stock, and during any period during which such shares of Warrant
Stock are not registered by the Company under an effective registration
statement filed pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), the holder thereof shall give written notice to the Company,
which notice shall (a) state such holder's intention to transfer such restricted
shares and to comply in all other respects with the transfer requirements of
this Warrant; (b) describe the circumstances of the proposed transfer in
sufficient detail to enable counsel to render the opinions referred to below;
and (c) designate counsel for the holder giving such notice. The holder giving
such notice shall submit a copy thereof to the counsel designated in such notice
and the Company will promptly submit a copy thereof to its counsel. The
following provisions shall then apply:
1.1.1 If (a) in the opinion of counsel for the holder designated
in the notice the proposed transfer may be effected without registration of such
shares of Warrant Stock under the Securities Act and any applicable state
securities laws, and (b) counsel for the Company shall not have rendered an
opinion within 15 days after receipt by the Company of the notice required by
Section 3.2 that registration is required, the holder shall thereupon be
entitled to transfer such shares of Warrant Stock in accordance with the terms
of the notice delivered by such holder to the Company. Each Warrant or
certificate, if any, issued upon or in connection
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with such transfer shall bear the appropriate restrictive legend set forth in
Section 3.1, unless in the opinion of each such counsel the legend is no longer
required to insure compliance with the Securities Act.
1.1.2 If in the opinion of either or both of such counsel the
proposed transfer may not legally be effected without registration of the shares
of Warrant Stock under the Securities Act or applicable state securities laws,
the Company will promptly so notify the holder thereof and the holder shall not
be entitled to transfer the shares of Warrant Stock until receipt of a further
notice from the holder under Section 3.2.1 above and opinions as to
transferability, or until registration of such shares of Warrant Stock under the
Securities Act or applicable state law has become effective (provided that the
Company has no obligation to register Warrant Stock other than pursuant to
Section 6 below).
4. Reservation of Shares. The Company will at all times reserve and keep
available, solely for issuance and delivery upon the exercise of the Warrants,
the number of shares of Warrant Stock that would be issuable upon the exercise
of all Warrants at the time outstanding. All such shares shall be duly
authorized and, when issued upon such exercise, shall be validly issued, fully
paid and nonassessable.
5. Ownership, Transfer and Substitution of Warrants.
1.1 Ownership of Warrants. The Company may treat the person in whose
name any Warrant is registered on the Company's records as the owner and holder
thereof for all purposes, notwithstanding any notice to the contrary.
Nevertheless, when a Warrant is properly assigned in blank, the holder thereof
may exercise the Warrant without first having a new Warrant issued.
1.2 Transfer and Exchange of Warrants. Upon the surrender of any
Warrant, properly endorsed, for registration of transfer or exchange at the
principal office of the Company, the Company will execute and (after payment by
the holder of any applicable transfer taxes) deliver to any person specified by
the holder of the Warrant a new Warrant or Warrants of like tenor.
1.3 Replacement of Warrants. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Warrant and, in the case of any loss, theft or destruction of any Warrant, upon
delivery of indemnity reasonably satisfactory to the Company in form and amount
or, in the case of mutilation, upon surrender of the Warrant, the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.
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6. Registration Rights. The Company agrees that, upon written demand of
the holder received by the Company on or before April 17, 2003, the Company
will, within 30 days after receipt of such demand, file a registration statement
with the Securities and Exchange Commission to register the resale of the
Warrant Stock. The holder may demand registration only once under this Warrant
and any other Company warrants held of record by the holder, and only if the
exercise price under this Warrant or under another Company warrant held of
record by the holder exceeds the closing sale price of the Company's common
stock on the Nasdaq National Market System on the date of the demand. The
Company will use its best efforts to have the registration statement declared
effective on a timely basis after the initial filing.
7. No Rights or Liabilities as Stockholder. Nothing herein shall give or
shall be construed to give the holder of this Warrant any of the rights of a
shareholder of the Company, including without limitation the right to vote on
matters requiring the vote of shareholders, the right to receive any dividend
declared and payable to the holders of common stock, or the right to a pro-rata
distribution upon the Company's dissolution.
8. Notices. All notices and other communications provided for herein
shall be delivered or mailed by first class mail, postage prepaid or by
overnight delivery, addressed (a) if to the holders of any Warrant, to the
registered address of the holder as set forth in the warrant register kept by
the Company, or (b) if to the Company, to its principal office, 000 Xxxx Xxxxxxx
Xxxx, Xxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000, with a copy to: Xxxxxx X.
Xxxxxxx, 000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000, or to such other
addresses as the Company shall have furnished to each holder of any Warrants in
writing; provided that the exercise of any Warrants shall be effective only in
the manner provided in Section 1.
9. Miscellaneous. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This Warrant shall be governed by the laws of the State of
Washington. The headings of this Warrant are inserted for convenience only and
shall not be deemed to constitute a part hereof.
10. Expiration. The right to exercise this Warrant shall expire on the
earlier of: (i) April 17, 2003 or (ii) 12 months from the effective date of the
registration statement referred to in Section 6 above.
PACIFIC AEROSPACE & ELECTRONICS, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President & CEO
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Warrant No. CCEC1
Exhibit A
SUBSCRIPTION
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(To be executed by the holder of the Warrant to exercise the right to purchase
common stock evidenced by the Warrant.)
To: Pacific Aerospace & Electronics, Inc.
000 Xxxx Xxxxxxx Xxxx, Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx, President & CEO
cc to: Xxxxxx X. Xxxxxxx
Vice President Administration and General Counsel
Pacific Aerospace & Electronics, Inc.
000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
The undersigned hereby irrevocably subscribes for ________ shares of the Common
Stock, $.001 par value per share, of Pacific Aerospace & Electronics, Inc., a
Washington corporation, pursuant to and in accordance with the terms and
conditions of a Warrant dated April 17, 2000 (the "Warrant"), and tenders with
the Warrant and this Subscription Agreement payment of $_____________ as payment
for the shares, and requests that a certificate for such shares be issued in the
name of the undersigned and be delivered to the undersigned at the address
stated below.
_________________________________________
(Print name)
__________________________________________
(Signature)
By________________________________________
Its__________________________________
Address: __________________________________
__________________________________
__________________________________
Taxpayer ID #: _____________________________
Date: _________________
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