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"B" WARRANTS
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WARRANT AGREEMENT
BETWEEN
PAXAR CORPORATION
AND
ODYSSEY PARTNERS, L.P.
Dated as of March 3, 1997
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WARRANT AGREEMENT
WARRANT AGREEMENT dated as of March 3, 1997, between Paxar
Corporation, a New York corporation (the "Company"), and Odyssey Partners, L.P.,
a Delaware limited partnership ("Odyssey"),.
W I T N E S S E T H :
WHEREAS, pursuant to a Stock Purchase Agreement (the "Stock
Purchase Agreement"), dated as of December 20, 1996, between the Company and
Odyssey, the Company is today purchasing from Odyssey all of the issued and
outstanding shares of Common Stock, par value $.01 per share, of Monarch
Holdings, Inc., a Delaware corporation, held by Odyssey (the "Purchased
Shares"); and
WHEREAS, the Stock Purchase Agreement contemplates that, in
partial consideration for the sale of the Purchased Shares, the Company will
issue to Odyssey warrants (the "Warrants") representing the right of the holder
thereof to purchase from the Company shares of common stock, par value $.10 per
share, of the Company ("Common Stock"), as provided herein; and
WHEREAS, pursuant to a Registration Rights Agreement, between
the Company and Odyssey, dated as of the date hereof (the "Registration Rights
Agreement"), the Company has agreed to grant to the holders of the Warrants (and
the holders of Common Stock and other securities issuable upon exercise of the
Warrants) registration rights with respect to the Registrable Securities
referred to therein, at the times and in the manner set forth in the
Registration Rights Agreement; and
WHEREAS, the Company proposes to issue certificates evidencing
the Warrants (such warrant certificates issued pursuant to this Agreement being
hereinafter collectively called the "Warrant Certificates"); and
WHEREAS, the Company and Odyssey desire to set forth in this
Warrant Agreement, among other things, the form and provisions of the Warrant
Certificates and the terms and conditions under which they may be issued,
transferred, exchanged, replaced and surrendered in connection with the exercise
of the Warrants.
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements herein contained, the parties hereto agree as follows:
ARTICLE I
DISTRIBUTION OF WARRANT CERTIFICATES
1.1 Due Issuance; Form of Warrant Certificates. The Company
hereby represents that the Warrants are validly authorized and duly issued,
fully paid and nonassesable, free of preemptive rights and free from all liens,
charges and security interests, other than liens, charges and security interests
imposed by the holder thereof. The Warrant Certificates for the Warrants shall
be issued in registered form only and, together with the purchase and assignment
forms to be printed on the reverse thereof, shall be substantially in the form
of Exhibit A and, in addition, may have such letters, numbers or other marks of
identification or designation and such legends, summaries or endorsements
stamped, printed, lithographed or engraved thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of this Agreement or
as, in any particular case, may be required, in the opinion of counsel for the
Company, to comply with any law or with any rule or regulation of any regulatory
authority or agency or to conform to customary usage.
1.2 Execution of Warrant Certificates. The Warrant
Certificates shall be executed and dated on behalf of the Company by its
Chairman or Vice Chairman of the Board, Chief Executive Officer or President or
any Vice President, and by its Chief Financial Officer or Treasurer or any
Assistant Treasurer, or Secretary or any Assistant Secretary, either manually or
by facsimile signature printed thereon. In case any authorized officer of the
Company who shall have signed any of the Warrant Certificates shall cease to be
such
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officer of the Company either before or after delivery thereof by the Company to
the holder, the signature of such person on such Warrant Certificates shall,
nevertheless, be valid, with the same force and effect as though the person who
signed such Warrant Certificates has not ceased to be such officer of the
Company.
ARTICLE II
WARRANT EXERCISE PRICE AND EXERCISE OF WARRANTS
2.1 Exercise Price. Each Warrant Certificate for the Warrants
shall, when signed by the Chairman, Vice Chairman, Chief Executive Officer or
President or any Vice President, and by the Chief Financial Officer or Treasurer
or any Assistant Treasurer, or Secretary or any Assistant Secretary, of the
Company, entitle the registered holder thereof to purchase from the Company one
share of Common Stock for each Warrant evidenced thereby, at a purchase price of
$21.875 per share (as the same may be adjusted from time to time pursuant to the
provisions of Article III hereof, the "Exercise Price"), or such adjusted number
of shares at such adjusted purchase price as may be established from time to
time pursuant to the provisions of Article III hereof.
2.2 Exercisability of Warrants. Each Warrant may be exercised
at any time on or after the date hereof, but not after 5:00 P.M., New York City
time, on the fifth anniversary of the date hereof (the "Exercise Deadline"). The
minimum number of shares of Common Stock with respect to which the Warrants may
be exercised as to any holder shall be the lesser of (i) 25,000 and (ii) the
number of shares of Common Stock issuable upon exercise of all Warrants held by
such holder.
2.3 Procedure for Exercise of Warrants. During the period
specified in and subject to the provisions of Section 2.2 hereof, the Warrants
may be exercised, in whole or in part, by surrendering the Warrant Certificates
representing such Warrants to the Company at its principal office, which is
presently at 000 Xxxxxxxxx Xxxx Xxxxx, Xxxxx Xxxxxx, X.X., 00000, with the
election to purchase form set forth on the Warrant Certificate duly completed
and executed, accompanied by payment in full of the Exercise Price as provided
in Section 2.1 in effect at the time of such exercise, for each share of Common
Stock with respect to which such Warrants are being exercised. Such Exercise
Price shall be paid in full by either (i) wire transfer of immediately available
funds, (ii) certified check payable in United States currency to the order of
the Company or (iii) by surrender to the Company of the number of Warrants set
forth below:
X = Y(A-B)
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A
Where: X = the number of shares of Common Stock to be issued to the
Holder upon exercise pursuant to the foregoing clause (iii).
Y = the number of shares of Common Stock represented by the
Warrants so surrendered.
A = the Current Market Price (as defined below of one share of
Common Stock on the Date of Exercise (as defined below).
B = the Exercise Price for the Warrants so surrendered.
The date on which Warrants are exercised in accordance with this Section 2.3 is
sometimes referred to herein as the Date of Exercise of such Warrants.
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2.4 Issuance of Shares of Common Stock. As soon as practicable
after the Date of Exercise of any Warrants, the Company shall issue, or cause
the transfer agent for the Common Stock, if any, to issue a certificate or
certificates for the number of full shares of Common Stock to which such holder
is entitled, registered in accordance with the instructions set forth in the
election to purchase. All such shares of Common Stock shall be validly
authorized and issued, fully paid and nonassessable and free from all transfer
taxes, liens, charges and preemptive rights created by or on behalf of the
Company in respect of the issue thereof. Each person in whose name any such
certificate for Common Stock is issued shall for all purposes be deemed to have
become the holder of record of the Common Stock represented thereby on the Date
of Exercise of the Warrants resulting in the issuance of such shares,
irrespective of the date of issuance or delivery of such certificate for the
shares of Common Stock.
2.5 Certificates for Unexercised Warrants. In the event that
fewer than all of the Warrants represented by a Warrant Certificate are
exercised, the Company shall execute and deliver by recognized overnight
courier, within 10 days of the Date of Exercise, to the registered holder of
such Warrant Certificate, or such other person as shall be designated in the
election to purchase (subject to compliance with applicable securities laws), a
new Warrant Certificate representing the number of full Warrants not exercised.
In no event shall the Warrant be exercised with respect to less than an integral
number of shares of Common Stock, and the Company shall distribute no Warrant
Certificates representing Warrants exercisable for fractional shares of Common
Stock under this or any other section of this Agreement. Fractions of shares
shall be treated as provided in Section 3.10.
2.6 Reservation of Shares. The Company shall at all times
reserve and keep available for issuance upon the exercise of Warrants a number
of its authorized but unissued shares of Common Stock that will be sufficient to
permit the exercise in full of all outstanding Warrants. All of the shares of
Common Stock to be issued upon the exercise of Warrants will be duly authorized,
validly issued, fully paid and non-assessable and will not be subject to any
preemptive or similar rights.
ARTICLE III
ADJUSTMENTS AND NOTICE PROVISIONS
3.1 Adjustment of Exercise Price. Subject to the provisions of
this Article III, the Exercise Price in effect from time to time shall be
subject to adjustment, as follows:
(a) In case the Company shall at any time after the
date hereof (i) declare a dividend or make a distribution on the outstanding
Common Stock payable in shares of its capital stock, (ii) subdivide the
outstanding Common Stock into a greater number of shares, (iii) combine the
outstanding Common Stock into a smaller number of shares, or (iv) issue any
shares of its capital stock by reclassification of the Common Stock (including
any such reclassification in connection with a consolidation or merger in which
the Company is the continuing corporation), then, in each case, the Exercise
Price in effect, and the number of shares of Common Stock issuable upon exercise
of the Warrants outstanding, at the time of the record date for such dividend or
of the effective date of such subdivision, combination or reclassification,
shall be proportionately adjusted so that the holders of the Warrants after such
time shall be entitled to receive the aggregate number and kind of shares which,
if such Warrants had been exercised immediately prior to such time, such holders
would have owned upon such exercise and been entitled to receive by virtue of
such dividend, subdivision, combination or reclassification. Such adjustment
shall be made successively whenever any event listed above shall occur.
(b) In case the Company shall distribute to all
holders of Common Stock (including any such distribution made to the
shareholders of the Company in connection with a consolidation or merger in
which the Company is the continuing corporation, but excluding any such
distribution made to the shareholders of the Company in connection with a
consolidation or merger in which the Company is not the continuing corporation)
evidences of its indebtedness, cash or assets (other than (i) distributions and
dividends
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referred to in Section 3.1(a) in shares of Common Stock or (ii) any
non-extraordinary cash dividends paid out of retained earnings from current
operations), or rights, options or warrants to subscribe for or purchase capital
stock, or securities convertible into or exchangeable for shares of capital
stock, then, in each case, the Exercise Price shall be reduced (and the number
of shares issuable adjusted in accordance with Section 3.5) to the price
determined by multiplying the Exercise Price in effect immediately prior to the
record date (the "Distribution Record Date") for the determination of
shareholders of the Company entitled to receive such distribution by a fraction,
(x) the numerator of which shall be the Current Market Price (as determined
pursuant to Section 3.2 hereof) per share of Common Stock immediately prior to
the Distribution Record Date, less the reduction, if any, in the fair value of a
share of Common Stock (as reasonably determined by the Board of Directors of the
Company, taking into account, where applicable, the market price of the Common
Stock following the Distribution Record Date) as a result of such distribution
and (y) the denominator of which shall be the Current Market Price per share of
Common Stock immediately prior to the Distribution Record Date. Such adjustment
shall become effective at the close of business on the Distribution Record Date.
3.2 Current Market Price. For the purpose of any computation
under this Article III, the Current Market Price per share of Common Stock on
any date shall be deemed to be the average of the daily closing prices as
reported by the principal national securities exchange or recognized quotation
system on which the Common Stock is then traded for the 30 consecutive trading
days (or, for purposes of Section 2.3, five consecutive trading days)
immediately preceding the date in question. If on any such date the Common Stock
is not listed or admitted to trading on any national securities exchange or
recognized quotation system, the fair value of a share of Common Stock on such
date as reasonably determined by the Board of Directors of the Company.
3.3 No Adjustments to Exercise Price. No adjustment in the
Exercise Price shall be required if such adjustment is less than $0.01;
provided, however, that any adjustments which by reason of this Article III are
not required to be made shall be carried forward and taken into account in any
subsequent adjustment, and in any event shall be made on the day prior to the
Date of Exercise. All calculations under this Article III shall be made to the
nearest cent or to the nearest one hundredth of a share, as the case may be.
3.4 Deferral of Adjustments to Exercise Price. In any case in
which this Article III shall require that an adjustment in the Exercise Price be
made effective as of a record date for a specified event, the Company may elect
to defer, until the occurrence of such event, issuing to the holders of the
Warrants, if any holder has exercised a Warrant after such record date, the
shares of Common Stock, if any, issuable upon such exercise over and above the
shares of Common Stock, if any, issuable upon such exercise on the basis of the
Exercise Price in effect prior to such adjustment; provided, however, that the
Company shall deliver to such exercising holder a due xxxx or other appropriate
instrument evidencing such holder's right to receive such additional shares upon
the occurrence of the event requiring such adjustment.
3.5 Adjustment to Number of Shares. Upon each adjustment of the
Exercise Price as a result of the calculations made in Section 3.1(b) hereof,
the Warrants shall thereafter evidence the right to purchase, at the adjusted
Exercise Price, that number of shares (calculated to the nearest hundredth)
obtained by multiplying the number of shares of Common Stock purchasable upon
exercise of the Warrants immediately prior to such adjustment by a fraction, the
numerator of which shall be the Exercise Price in effect immediately prior to
such adjustment and the denominator of which shall be the Exercise Price in
effect immediately after such adjustment.
3.6 Certain Reorganizations. The Company shall give each
registered holder of Warrants 30 days' prior written notice of any Stock Merger
or Cash-Out Transaction (as defined below), in which case the following
provisions will apply.
(a) In the event of any capital reorganization or the
consolidation or merger of the Company with or into another corporation (other
than a merger or consolidation in which the Company is the surviving or
continuing corporation) in which the consideration payable to the shareholders
of the Company
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in such transaction shall consist solely of capital stock of the surviving or
continuing corporation or of an affiliate (a "Stock Merger"), each Warrant
shall, without any action on the part of the holder thereof, be deemed to
represent the right to acquire (in lieu of the number of shares of Common Stock
deliverable upon exercise of such Warrant) the number of shares of stock of the
surviving or continuing corporation (or an affiliate) to which a holder of the
number of shares of Common Stock which would otherwise have been deliverable
upon the exercise of such Warrant would have been entitled upon such Stock
Merger, if such Warrant had been exercised in full immediately prior to the
record date for determining shareholders entitled to participate in such Stock
Merger (the "Newco Shares"). The Exercise Price for the Warrants shall in such
event be adjusted effective as of the date of the Stock Merger, such that the
Exercise Price for each Newco Share shall be an amount equal to (i) the product
of (A) the Exercise Price immediately prior to the Stock Merger multiplied by
(B) the aggregate number of shares of Common Stock issuable upon exercise of all
outstanding Warrants immediately prior to the Stock Merger divided by (ii) the
maximum number of Newco Shares deliverable upon exercise in full of all
outstanding Warrants. The Company shall not effect any Stock Merger, unless upon
or prior to the consummation thereof the surviving or continuing corporation
shall assume by legally binding written instrument (which need not be signed by
the Warrant holders) the obligation to deliver to the registered holder of any
Warrant such shares of stock as such holder shall be entitled to purchase in
accordance with the foregoing provisions. Upon request by any registered holder
of a Warrant, the surviving or continuing corporation shall issue to a holder of
a Warrant Certificate a certificate representing the right to acquire the Newco
Shares in accordance with the terms hereof.
(b) In the event of (i) the consolidation or merger of
the Company with or into another corporation (other than a Stock Merger or a
merger or consolidation in which the Company is the surviving or continuing
corporation) or (ii) any sale, lease or conveyance to another corporation of the
property and assets of any nature of the Company as an entirety or substantially
as an entirety (the transactions referred to in clauses (i) and (ii) being
referred herein as a "Cash-Out Transaction"), then upon the effective date of
the Cash-Out Transaction , each Warrant shall, unless it has been previously
exercised, expire and instead shall represent the right of each Warrant holder
to receive (and the Company shall pay to such Warrant holder) the sum of (A) (i)
the product of the number of shares of Common Stock issuable upon exercise of
such Warrant on the day preceding the consummation of the Cash-Out Transaction,
multiplied by (ii) the excess of (x) the closing price for a share of Common
Stock, as reported by the principal national securities exchange or quotation
system on which the Common Stock is then traded over (y) the Exercise Price
therefor, on the day preceding the consummation of the Cash-Out Transaction and
(B) in the event that the effective date of the consummation of the Cash-Out
Transaction is on or prior to the second anniversary of the date hereof, the
Make-Up Amount (as defined below), if any. For purposes of this Section 3.6, the
Make-Up Amount shall mean, with respect to each Warrant, the excess, if any, of
$5.90 over the amount payable with respect to such Warrant under clause (A)
above.
3.7 Reclassifications. In case of reclassification or change of
the shares of Common Stock issuable upon exercise of the Warrants (other than a
change in par value, or as a result of a subdivision or combination, but
including any change in the shares into two or more classes or series of
shares), or in case of any consolidation or merger of another corporation into
the Company in which the Company is the continuing corporation and in which
there is a reclassification or change (including a change to the right to
receive cash or other property) of the shares of Common Stock (other than a
change in par value, or as a result of a subdivision or combination, but
including any change in the shares into two or more classes or series of
shares), the holders of the Warrants shall have the right thereafter to receive
upon exercise of the Warrants solely the kind and amount of shares of stock and
other securities, property, cash, or any combination thereof receivable upon
such reclassification, change, consolidation or merger by a holder of the number
of shares of Common Stock for which the Warrants might have been exercised
immediately prior to such reclassification, change, consolidation or merger.
Thereafter, appropriate provision shall be made for adjustments which shall be
as nearly equivalent as practicable to the adjustments in Article III. The above
provisions of this Section 3.7 shall similarly apply to successive
reclassifications and changes of shares of Common Stock.
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3.8 Notice of Adjustments. Whenever any adjustment is made
pursuant to this Article III, the Company shall cause written notice of such
adjustment to be sent to the registered holders of the Warrants within 15 days
thereafter, such notice to include in reasonable detail (i) the events
precipitating the adjustment, (ii) the computation of any adjustments, and (iii)
the Exercise Price, the number of shares or the securities or other property
purchasable upon exercise of each Warrant after giving effect to such
adjustment.
3.9 Warrant Certificate Amendments. Irrespective of any
adjustments pursuant to this Article III, Warrant Certificates theretofore or
thereafter issued need not be amended or replaced but certificates thereafter
issued shall bear an appropriate legend or other notice of any adjustments.
3.10 Fractional Shares. The Company shall not be required upon
the exercise of any Warrant to issue fractional shares of Common Stock which may
result from adjustments in accordance with this Article III to the Exercise
Price or number of shares of Common Stock purchasable under each Warrant. If
more than one Warrant is exercised at one time by the same registered holder,
the number of full shares of Common Stock which shall be deliverable shall be
computed based on the number of shares deliverable in exchange for the aggregate
number of Warrants exercised. With respect to any final fraction of a share
called for upon the exercise of any Warrant or Warrants, the Company shall pay a
cash adjustment in respect of such final fraction in an amount equal to the same
fraction of the Current Market Price of a share of Common Stock calculated in
accordance with Section 3.2.
ARTICLE IV
OTHER PROVISIONS RELATING TO
RIGHTS OF REGISTERED HOLDERS
OF WARRANT CERTIFICATES
4.1 Rights of Warrant Holders. No Warrant Certificate shall,
prior to exercise of the Warrant in accordance with the terms of this Agreement,
entitle the registered holder thereof to any of the rights of a shareholder of
the Company, including, without limitation, the right to vote, to receive
dividends and other distributions, or to receive any notice of, or to attend,
meetings of shareholders or any other proceedings of the Company.
4.2 Lost, Stolen, Mutilated or Destroyed Warrant Certificates.
If any Warrant Certificate shall be mutilated, lost, stolen or destroyed, the
Company shall execute and deliver, in exchange and substitution for and upon
cancellation of a mutilated Warrant Certificate, or in lieu of or in
substitution for a lost, stolen or destroyed Warrant Certificate, a new Warrant
Certificate for the number of Warrants represented by the Warrant Certificate so
mutilated, lost, stolen or destroyed but only upon receipt of evidence of such
loss, theft or destruction of such Warrant Certificate, and of the ownership
thereof, and indemnity, if requested. Any such new Warrant Certificate shall
constitute an original contractual obligation of the Company, whether or not the
allegedly lost, stolen, mutilated or destroyed Warrant Certificate shall be at
any time enforceable by anyone.
ARTICLE V
SPLIT UP, COMBINATION, EXCHANGE, TRANSFER
AND CANCELLATION OF WARRANT CERTIFICATES
5.1 Split Up, Combination, Exchange and Transfer of Warrant
Certificates. Prior to the Exercise Deadline, Warrant Certificates, subject to
the provisions of this Article V, may be split up, combined or exchanged for
other Warrant Certificates representing a like aggregate number of Warrants or
may be transferred in whole or in part. Any holder desiring to split up,
combine or exchange a Warrant Certificate or Warrant Certificates shall make
such request in writing delivered to the Company at its Principal Office and
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shall surrender the Warrant Certificate or Warrant Certificates so to be split
up, combined or exchanged at said office. Subject to any applicable laws, rules
or regulations restricting transferability, transfer of outstanding Warrant
Certificates shall be reflected from time to time upon the books of the Company
to be maintained for that purpose, upon a surrender of the Warrant Certificate
to the Company at its Principal Office, with the assignment form set forth in
the Warrant Certificate duly executed. Upon any such surrender for split up,
combination, exchange or transfer, the Company shall execute and deliver to the
person entitled thereto a Warrant Certificate or Warrant Certificates, as the
case may be, as so requested. The Company may require the holder to pay a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any split up, combination, exchange or transfer of Warrant
Certificates prior to the issuance of any new Warrant Certificate.
5.2 Cancellation of Warrant Certificates. Any Warrant
Certificate surrendered upon the exercise of Warrants or for split up,
combination, exchange or transfer, or purchased or otherwise acquired by the
Company, shall be canceled and shall not be reissued by the Company; and, except
as provided (i) in Section 2.5, in case of the exercise of fewer than all of the
Warrants evidenced by a Warrant Certificate, or (ii) in Section 5.1, in case of
a split up, combination, exchange or transfer of the Warrants evidenced by a
Warrant Certificate, no Warrant Certificate shall be issued hereunder in lieu of
such cancelled Warrant Certificate.
5.3 Agreement of Warrant Certificate Holders. Every holder of a
Warrant Certificate, by accepting the same, consents and agrees with the Company
and with every other holder of a Warrant Certificate that:
(a) transfer of the Warrant Certificates shall be
registered on the books of the Company maintained for that purpose by the
Company only if surrendered at the Principal Office of the Company, duly
endorsed or accompanied by a proper instrument of transfer; and
(b) it will not transfer (and the Company shall not be
required to register the transfer of) Warrants representing the right to acquire
fewer than 100,000 shares of Common Stock (or, if less, the total number of
Warrants held by such Warrant holder), except that (i) Odyssey, as the initial
holder of the Warrants, may distribute (but the Company shall not be required to
register the transfer resulting from such distribution) all or a portion of the
Warrants to some or all of its partners and to those employees of Odyssey having
an interest in the Warrants (and such partners and employees may transfer all,
but not less than all of such Warrants to a third party, and so on) and (ii) as
to any Warrants distributed pursuant to the foregoing clause (i), notice by the
Company to Odyssey shall be deemed for all purposes hereof to be notice to the
ultimate holder of such Warrant, and Odyssey shall satisfy such further notice
obligations, if any, that it may have to such holder;
(c) in the event that the number of shares of Common
Stock issuable upon exercise in full of all outstanding Warrants shall be fewer
than 25,000, then within 90 days of such date (unless during such 90-day period
such Warrants are exercised), the Company shall be entitled to redeem all, but
not less than all, of the outstanding Warrants by payment to each holder of a
Warrant of an amount in respect of such Warrant equal to the product of (A) the
number of shares of Common Stock issuable upon exercise of such Warrants,
multiplied by (B) an amount equal to the excess of (x) the Current Market Price
for a share of Common Stock on the day preceding the date on which the Company
shall give notice of redemption over (y) the Exercise Price for such share
(whereupon such Warrants shall be deemed for all purposes hereof to cease to be
outstanding); and
(d) prior to due presentment for registration of
transfer, the Company may deem and treat the person in whose name the Warrant
Certificate is registered as the absolute owner thereof and of the Warrants
evidenced thereby (notwithstanding any notations of ownership or writing on the
Warrant Certificates made by anyone other than the Company) for all purposes
whatsoever.
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ARTICLE VI
MISCELLANEOUS
6.1 Books and Records. The Company shall maintain books and
records for registration and registration of transfer of the Warrant
Certificates issued hereunder. Such books and records shall show the names and
addresses of the respective holder of the Warrant Certificates, the number of
Warrants evidenced on its face by each Warrant Certificate and the date of each
Warrant Certificate.
6.2 Amendments and Waivers.
(a) No amendment, modification, termination or waiver
of any provision of this Agreement, the Warrant Certificates or the Registration
Rights Agreement, or consent to any departure by the Company therefrom, shall in
any event be effective without the written concurrence of the registered holders
of two-thirds of the then-outstanding Warrants (the "Requisite Holders"). After
an amendment, modification, termination or waiver under this Section 6.2 becomes
effective, the Company shall mail to the registered holders affected thereby a
notice briefly describing such amendment, modification, termination or waiver.
(b) The Company will not effect any proposed
amendment, modification, termination or waiver of any of the provisions of this
Agreement or the Warrant Certificates unless each Holder (irrespective of the
number of Warrants or Warrant Shares then owned by it) shall be informed thereof
by the Company prior to the effectuation thereof and shall be afforded the
opportunity of considering the same and shall be supplied by the Company with
sufficient information to enable it to make an informed decision with respect
thereto.
(c) Until an amendment, modification, termination or
waiver becomes effective, a consent to it by a holder is a continuing consent by
the holder and every subsequent holder of a Warrant or Warrant Shares, even if
notation of the consent is not made on any Warrant Certificate or stock
certificate. However, any such holder or subsequent holder may revoke any such
consent by notice to the Company received before the date on which the Requisite
Holders have consented (and not heretofore revoked such consent) to such
amendment, modification, termination or waiver.
(d) The Company may, but shall not be obligated to,
fix a record date for the purpose of determining the registered holders entitled
to consent to any amendment, modification, termination or waiver, which record
date shall be at least 30 days prior to the first solicitation of such consent.
If a record date is fixed, then notwithstanding the last sentence of the
immediately preceding paragraph, those persons who were registered holders at
such record date (or their duly designated proxies), and only those persons,
shall be entitled to revoke any consent previously given, whether or not such
persons continue to be registered holders after such record date. No such
consent shall be valid or effective for more than 90 days after such record
date.
6.3 Governing Law. THE LAWS OF THE STATE OF NEW YORK SHALL
GOVERN THIS WARRANT AGREEMENT AND THE WARRANT CERTIFICATES.
6.4 Headings. The descriptive headings of the articles and
sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.
6.5 Counterparts. This Agreement may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original;
but such counterparts shall together constitute but one and the same instrument.
6.6 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally (by hand
delivery or overnight courier) to the following address (or
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at such other address as shall be specified by like notice, provided that notice
of a change of address shall be effective only upon receipt thereof):
(a) If to the Company:
Paxar Corporation
000 Xxxxxxxxx Xxxx Xxxxx
Xxxxx Xxxxxx, X. Y. 10604
Attention: Xxxxxx Xxxxxxxx, Chairman and CEO
(b) If to the Holder:
As set forth on the books and records of the Company.
All notices shall be deemed to have been received by the
recipient thereof if received during normal business hours on a business day;
otherwise, such notices shall be deemed received on the next following business
day.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written.
PAXAR CORPORATION ODYSSEY PARTNERS, L.P.
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxxxx Xxxxxx
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Xxxxx Xxxxx Xxxxxxx Xxxxxx
Chief Financial Officer A General Partner
