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EXHIBIT 4.1
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAS BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE
SECURITIES LAWS OF ANY STATE AND NEITHER THIS WARRANT NOR SUCH SECURITIES MAY BE
SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT AND LAWS UNLESS RF MICRO DEVICES, INC. RECEIVES AN
OPINION OF COUNSEL, WHICH MAY BE HOLDER'S IN-HOUSE COUNSEL, REASONABLY
ACCEPTABLE TO IT THAT SUCH REGISTRATION IS NOT REQUIRED. TRANSFER OF THIS
WARRANT IS RESTRICTED. SEE PARAGRAPH 11.
250,000 Shares WARRANT NO. 99-1
RF MICRO DEVICES, INC.
A North Carolina Corporation
(Void after 5:00 p.m.,
Washington D.C. Time, on June 30, 2001)
THIS CERTIFIES THAT, for value received, TRW Inc. (the
"Holder") is entitled at any time after December 31, 2000 and at any time before
5:00 p.m. Washington D.C. time on June 30, 2001 (the "Expiration Time") to
purchase up to 250,000 (two hundred fifty thousand) shares (the "RFMD Shares")
of common stock, no par value (the "Common Shares"), of RF Micro Devices, Inc.
(the "Company") at the price per RFMD Share as determined in paragraph 1 of this
Warrant, subject to adjustment as provided in paragraph 5 of this Warrant (that
price, as it may be adjusted from time to time, being referred to as the
"Warrant Price").
1. The Warrant Price shall be the average of the Closing
Prices of the Common Shares during the ten (10) Trading Days immediately
preceding December 31, 2000 (the "Pricing Period") multiplied by 0.75. The
Closing Price for each day shall be the reported last sales price regular way
or, in case no such reported sale takes place on
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such day, the average of the reported closing bid and asked prices regular way,
in either case on the New York Stock Exchange or, if the Common Shares are not
listed or admitted to trading on such Exchange, on the principal national
securities exchange on which the Common Shares are listed or admitted to trading
(based on the aggregate dollar value of all securities listed or admitted to
trading) or, if not listed or admitted to trading on any national securities
exchange, on the NASDAQ National Market System or, if the Common Shares are not
listed or admitted to trading on any national securities exchange or quoted on
the NASDAQ National Market System, the average of the closing bid and asked
prices in the over-the-counter market as furnished by any New York Stock
Exchange member firm selected from time to time by the Company for that purpose.
The Closing Prices during the Pricing Period shall be adjusted to take into
account any stock divisions, stock combinations, stock recapitalizations or
reclassifications, stock dividends and the like in order that the Closing Prices
during the entire Pricing Period shall have the same reference point as the
Closing Price immediately prior to December 31, 2000. The average of the Closing
Prices shall be a simple average and shall not be weighted according to trading
volume or any other manner. "Trading Day" shall mean a day on which the national
securities exchange or the NASDAQ National Market System used to determine the
Closing Price is open for the transaction of business or the reporting of trades
or, if the Closing Price is not so determined, a day on which the New York Stock
Exchange is open for the transaction of business.
2. To exercise this Warrant, this Warrant must be surrendered
prior to the Expiration Time at the office of the Company at 0000 Xxxxxxxxx
Xxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000 (or such other address as the Company may
specify in writing to
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the Holder of this Warrant at least ten days before this Warrant is exercised)
with the attached Notice of Exercise duly completed and executed, accompanied by
evidence of a wire transfer of immediately available funds to the Company's
money market account #__________ with Silicon Valley Bank, Santa Clara,
California, ABA Routing #__________ (or such other account as the Company may
specify in writing to the Holder of this Warrant at least ten days before this
Warrant is exercised) in full payment of the purchase price of the RFMD Shares
with respect to which this Warrant is exercised. This Warrant may be exercised
in whole or in part as to any whole number of RFMD Shares. If this Warrant is
exercised in part, upon surrender of this Warrant for exercise, the Company will
issue to the Holder a new Warrant to purchase the remaining number of RFMD
Shares which may be purchased upon exercise of this Warrant (before taking
account of adjustments by reason of paragraphs 5, 6 and 7) and the number of
RFMD Shares with respect to which it is exercised (before taking account of
adjustments by reason of paragraphs 5, 6 and 7). The new Warrant will bear the
same date as this Warrant and will be identical to this Warrant in all respects,
except as to the number of RFMD Shares as to which it may be exercised.
3. The RFMD Shares as to which this Warrant is exercised will
be deemed to be issued when this Warrant is exercised. Holder agrees that prior
to the exercise of this Warrant, it will comply with the provisions of the
Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act")
as in effect from time to time. If action is taken by the Federal Trade
Commission or the United States Department of Justice to enjoin Holder's
exercise of this Warrant, the Company agrees reasonably to cooperate with Holder
to contest such enjoinment at the expense of this Holder. A certificate
representing the RFMD Shares will be issued to the Holder of this
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Warrant promptly after it is exercised. The certificate may bear a legend to the
effect that the RFMD Shares it represents have not been registered under the
Securities Act of 1933, as amended (the "Act"), or any applicable state
securities laws, and may only be transferred in a transaction registered under
the Act or such laws or exempt from the registration requirements of the Act or
such laws. In addition, any other legend required by any other agreement between
the Company and Holder may be included on the certificate or certificates for
such RFMD Shares.
4. This Warrant will expire, and the right to purchase the
RFMD Shares by exercise of this Warrant will terminate, at the Expiration Time;
provided, however, that if Holder has complied with the filing provisions of the
HSR Act at least thirty days prior to the Expiration Time, but the waiting
period imposed by the HSR Act has not terminated or lapsed, then the Expiration
Time will be extended until ten days after such termination or lapse. After that
time this Warrant will be void.
5. The Warrant Price will be subject to adjustment from time
to time as follows:
(a) If, at any time after December 31, 2000, the Company (i)
pays a dividend on its Common Stock in Common Stock, (ii) splits or
subdivides its outstanding shares of Common Stock, or (iii) combines
its outstanding shares of Common Stock into a smaller number of shares,
the Warrant Price in effect immediately prior to each of those events
will be adjusted proportionately so that the adjusted Warrant Price
will bear the same relation to the Warrant Price in effect immediately
prior to the event as the total number of shares of Common Stock
outstanding immediately prior to the event will bear to the total
number of shares of Common Stock outstanding immediately after the
event.
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(b) An adjustment made pursuant to subparagraph (a) of this
paragraph will become effective immediately after the corresponding
record date in the case of a dividend and immediately after the
effective date in the case of a subdivision or combination.
No adjustment of the Warrant Price will be made if the amount
of such adjustment would be less than 2% of the Warrant Price, but any such
adjustment that would otherwise be required to be made and has not previously
been made will be carried forward and be made at the time of and together with
the next subsequent adjustment which, together with all adjustments so carried
forward, amount in the aggregate to 2% or more of the Warrant Price. As used in
this Warrant, "Common Stock" includes any class of the Company's capital stock,
now or hereafter authorized, having the right to participate in the distribution
of either earnings or assets of the Company without limitation as to amount or
percentage. At no time will the Warrant Price be less than $.01 per share.
6. (a) In case the Company shall at any time or from time to
time (i) subdivide its outstanding shares of Common Stock into a greater number
of shares or (ii) combine its outstanding shares of Common Stock into a smaller
number of shares, then the number of RFMD Shares, in effect immediately prior to
such event, shall be proportionately increased in the case of a subdivision and
proportionately decreased in the case of combination. Any adjustment under this
subparagraph 6(a) shall become effective at the close of business on the date
the subdivision or combination becomes effective.
(b) In case the Company shall at any time or from time to time
makes, or fixes a record date for the determination of holders of the Common
Stock
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entitled to receive, a dividend or other distribution payable in additional
shares of Common Stock, then and in such event the number of RFMD Shares then in
effect shall be increased as of the time of such issuance or, in the event such
record date is fixed, as of the close of business on such record date, by
multiplying the number of RFMD Shares then in effect by a fraction (x) the
denominator of which is the total number of shares of the Common Stock issued
and outstanding immediately prior to the time of such issuance or the close of
business on such record date, and (y) the numerator of which shall be the total
number of shares of the Common Stock issued and outstanding immediately prior to
the time of such issuance or the close of business on such record date plus the
number of shares of the Common Stock issuable in payment of such dividend or
distribution; provided, however, that if such record date is fixed and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed therefor, the number of RFMD Shares shall be recomputed accordingly based
on the number of additional shares of Common Stock actually issued as of the
close of business on the date originally fixed for the payment of such dividend
or the making of such distribution and thereafter the number of RFMD Shares
shall be adjusted pursuant to this subparagraph 6(b) at the time of actual
payment of any additional dividends or distributions of Common Stock.
(c) In case the Company shall issue rights or warrants to all
or substantially all holders of its Common Stock entitling them to subscribe for
or purchase shares of Common Stock at a price per share less than the Fair
Market Value (as hereinafter defined) per share of the Common Stock on the date
fixed for the determination of shareholders entitled to receive such rights or
warrants, the number of RFMD Shares, in effect at the opening of business on the
day following the date fixed for such determination, shall be increased by
multiplying such number of RFMD Shares by a fraction of which the denominator
shall be the number of shares of Common Stock outstanding at the close of
business on the date fixed for such determination plus the
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number of shares of Common Stock which the aggregate of the offering price of
the total number of shares of Common Stock so offered for subscription or
purchase would purchase at such Fair Market Value, and the numerator shall be
the number of shares of Common Stock outstanding at the close of business on the
date fixed for such determination plus the number of shares of Common Stock so
offered for subscription or purchase, such adjustment to become effective
immediately after the opening of business on the day following the date fixed
for such determination; provided, however, in the event that all the shares of
Common Stock offered for subscription or purchase are not delivered upon the
exercise of such rights or warrants, the number of RFMD Shares shall be
readjusted to the number of RFMD Shares that would have been in effect had the
numerator and the denominator of the foregoing fraction and the resulting
adjustment been made based upon the number of shares of Common Stock actually
delivered upon the number of shares of Common Stock offered for subscription or
purchase. For the purposes of this subparagraph (c), the number of shares of
Common Stock at any time outstanding shall not include shares held in the
treasury of the Company. "Fair Market Value" shall mean, as to shares of Common
Stock the simple average of the daily Closing Prices for the ten (10)
consecutive Trading Days immediately preceding the day in question.
7. (a) In case of a distribution to all holders of the
Company's Common Stock of shares of its capital stock (other than Common Stock)
or evidences of its indebtedness or property, or a capital reorganization of the
Company, a reclassification of the Common Stock, a consolidation of the Company
with or merger of the Company into another corporation or entity (but only if
such consolidation or merger is consummated after December 31, 2000) (other than
a consolidation or merger in which the Company is the continuing entity) or a
sale of the properties and assets of the Company (but only if such sale is
consummated after December 31, 2000) as, or
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substantially as, an entirety and distribution of the proceeds of sale, after
such distribution, capital reorganization, reclassification, consolidation,
merger or sale, on exercise of this Warrant the Holder will receive the number
of shares of stock or other securities or property which the Holder would have
received if this Warrant had been exercised immediately before the first such
corporate event and the Holder had retained what it would have received as a
result of each such corporate event. The split or subdivision or combination of
shares of Common Stock at any time outstanding into a greater or lesser number
of shares of Common Stock will not be deemed to be a reclassification of the
Common Stock of the Company for the purposes of this paragraph. The Company will
not effect any consolidation or merger unless prior to or simultaneously with
its consummation the successor entity (if other than the Company) resulting from
the consolidation agrees in writing to deliver to the Holder of this Warrant on
exercise of this Warrant the shares of stock or other securities or property to
which the Holder becomes entitled because of that exercise.
(b) In the event that at any time prior to December 31, 2000,
the Company (i) consolidates or merges with another corporation or entity (other
than a consolidation or merger of the Company in which the Company is the
continuing entity) or (ii) sells its properties and assets as, or substantially
as, an entirety and distributes the proceeds, this Warrant shall terminate
immediately upon the consummation of such consolidation, merger or sale and the
Holder shall be promptly paid by the Company (or the Company's
successor-in-interest, as the case may be) a dollar amount equal to the number
of RFMD Shares purchasable hereunder multiplied by the positive difference (if
any) between the Closing Price of the Common Shares as of the last Trading Day
immediately prior to the effective date of such consolidation, merger or sale
and $71.50 (as adjusted for any stock divisions, stock combinations, stock
recapitalizations, stock reclassifications, stock dividends or similar
transactions occurring after the date of this Warrant).
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8. Whenever the Warrant Price and/or the number of RFMD Shares
is adjusted as provided in this Warrant, the Company will compute the adjusted
Warrant Price and/or the number of RFMD Shares or other assets the Holder would
receive on exercise of this Warrant in full and will provide a notice to the
Holder within thirty (30) days of the date of such adjustment stating that the
Warrant Price and/or the number of RFMD Shares has been adjusted and setting
forth the adjusted Warrant Price and/or the number of RFMD Shares and what the
Holder would receive upon exercise of this Warrant in full. The Company will
also provide a notice to the Holder describing any event that would trigger an
adjustment in the Warrant Price and/or the number of RFMD Shares in the absence
of the last paragraph of paragraph 5. Such notice will be given within thirty
(30) days of the effective date of such event.
9. The Company will at all times keep a sufficient number of
authorized but unissued RFMD Shares to permit exercise in full of this Warrant.
The Company represents and warrants that all RFMD Shares which are delivered on
exercise of this Warrant (and payment of the Warrant Price therefor) will, upon
delivery, be duly issued, fully paid and non-assessable.
10. The Holder will not, by reason of holding this Warrant,
have any right to vote, to receive dividends or other distributions, or any
other rights of a shareholder, with regard to the RFMD Shares.
11. The Holder may not assign, sell or otherwise transfer,
dispose of, make any short sale of, pledge or hypothecate, grant any option for
the purpose of, or enter into any hedging, synthetic sale or similar transaction
with the same economic effect as a sale of, this Warrant or any of the Holder's
rights under it, except (i) to a corporation controlling, controlled by or under
common control with the Holder (which
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shall take this Warrant subject to the transfer restrictions in this paragraph)
or (ii) by merger or consolidation of Holder with or into another corporation or
entity if the Holder is not the surviving corporation (which shall take this
Warrant subject to the transfer restrictions in this paragraph), and any
transfer or attempted transfer or other prohibited assignment of this Warrant
will be null and void and of no force or effect.
12. Any notices or other communications to the holder of this
Warrant will be addressed to TRW Inc., Space & Electronics Group, Xxx Xxxxx
Xxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, Attention: Vice President, Finance, with
a copy to TRW Inc., 0000 Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxx 00000, Attention:
Secretary, or to such other address as the Holder may specify in writing to the
Company.
13. This Warrant will be governed by, and construed under, the
laws of the State of North Carolina.
14. This Warrant may not be modified without the written
consent of the Company and the Holder.
Dated: November 15, 1999 RF MICRO DEVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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NOTICE OF EXERCISE
By this Notice, TRW Inc. exercises the Warrant to which this
Notice is attached with respect to _______________ shares of the Common Stock of
RF Micro Devices, Inc.
TRW Inc. represents to RF Micro Devices, Inc. that TRW Inc.
will be acquiring the securities which are being purchased by exercise of the
Warrant for investment, and not with a view to their resale or distribution.
[Cross out the preceding paragraph if the resale of the shares
being issued on exercise of this Warrant has been registered under the
Securities Act of 1933, as amended.]
TRW INC.
Dated: ____________________ By: __________________________
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