WARRANT AGREEMENT
WARRANT AGREEMENT, dated as of February 27,
1997(the "Agreement") between JACOR COMMUNICATIONS, INC., a
Delaware corporation (the "Company"), and KEYCORP
SHAREHOLDER SERVICES, INC., a Delaware corporation, as
Warrant Agent (the "Warrant Agent") ("Agreement").
The Company proposes to issue warrants, as hereinafter described (the
"Warrants"), to purchase up to an aggregate of 500,000 shares of its common
stock, $0.01 par value per share ("Common Stock") (the shares of Common Stock
issuable on exercise of the Warrants being referred to herein as the "Warrant
Shares"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement")
between the Company and Regent Communications, Inc., dated as of October 8,
1996, pursuant to which the Company will issue the Warrants, each Warrant
entitling the holder thereof to purchase 0.11271 of a share of Common Stock (the
"Fraction").
The Company wishes the Warrant Agent to act on behalf of the Company
and the Warrant Agent is willing to act in connection with the issuance,
division, transfer, exchange and exercise of Warrants.
In consideration of the foregoing and for the purpose of defining the
terms and provisions of the Warrants and the respective rights and obligations
thereunder of the Company and the registered holders of the Warrants (the
"Holders"), the Company and the Warrant Agent hereby agree as follows:
SECTION 1. APPOINTMENT OF WARRANT AGENT. The Company hereby appoints
the Warrant Agent to act as agent for the Company in accordance with the
instructions hereinafter set forth in this Agreement, and the Warrant Agent
hereby accepts such appointment.
SECTION 2. TRANSFERABILITY AND FORM OF WARRANT.
SECTION 2.01. REGISTRATION. The Warrants shall be numbered and shall
be registered in a Warrant Register as they are issued. The Company and the
Warrant Agent shall be entitled to treat the Holder of any Warrant as the owner
in fact thereof for all purposes and shall not be bound to recognize any
equitable or other claim to or interest in such Warrant on the part of any other
person, and shall not be liable for any registration of transfer of Warrants
which are registered or to be registered in the name of a fiduciary or the
nominee of a fiduciary unless made with the actual knowledge that a fiduciary or
nominee is committing a breach of
trust in requesting such registration of transfer, or with such knowledge of
such acts that its participation therein amounts to bad faith.
SECTION 2.02. TRANSFER. The Warrants shall be transferable only on
the books of the Company maintained at the principal office of the Warrant Agent
upon delivery thereof duly endorsed by the Holder or by his duly authorized
attorney or representative, or accompanied by proper evidence of succession,
assignment or authority to transfer, which endorsement shall be guaranteed by a
firm which is a member of a registered national securities exchange or the
National Association of Securities Dealers, Inc. or by a commercial bank or
trust company having an office or correspondent in the United States which is a
participant in an approved Signature Guarantee Medallion Program (each of the
foregoing sometimes hereinafter referred to as an "Eligible Institution"). In
all cases of transfer by an attorney, the original power of attorney, duly
approved, or a copy thereof, duly certified, shall be deposited and remain with
the Warrant Agent. In case of transfer by executors, administrators, guardians
or other legal representatives, duly authenticated evidence of their authority
shall be produced, and may be required to be deposited and remain with the
Warrant Agent in its discretion. Upon any registration of transfer, the Warrant
Agent shall countersign and deliver a new Warrant or Warrants to the persons
entitled thereto.
SECTION 2.03. FORM OF WARRANT. The text of the Warrant and of the
Purchase Form shall be substantially as set forth in Exhibit A attached hereto.
The price per Warrant Share and the number of Warrant Shares issuable upon
exercise of each Warrant are subject to adjustment upon the occurrence of
certain events, all as hereinafter provided. The Warrants shall be executed on
behalf of the Company by its Chief Executive Officer, its President or one of
its Vice Presidents, under its corporate seal reproduced thereon attested by its
Secretary or an Assistant Secretary. The signature of any such officers on the
Warrants may be manual or facsimile.
Warrants bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any one of them shall have ceased to
hold such offices prior to the delivery of such Warrants or did not hold such
offices on the date of this Agreement.
Warrants shall be dated as of the date of countersignature thereof by
the Warrant Agent either upon initial issuance or upon division, exchange,
substitution or transfer.
SECTION 3. COUNTERSIGNATURE OF WARRANTS. The Warrants shall be
countersigned by the Warrant Agent (or any successor to the Warrant Agent then
acting as warrant agent under this Agreement) and shall not be valid for any
purpose unless so countersigned. Warrants may be countersigned, however, by the
Warrant Agent (or by its successor as warrant agent hereunder) and
may be delivered by the Warrant Agent, notwithstanding that the persons whose
manual or facsimile signatures appear thereon as proper officers of the Company
shall have ceased to be such officers at the time of such countersignature,
issuance or delivery. The Warrant Agent shall, upon written instructions of the
Chairman of the Board, the President, a Vice-President, the Treasurer or the
Secretary of the Company, countersign, issue and deliver Warrants entitling the
Holders thereof to purchase not more than 500,000 Warrant Shares (subject to
adjustment pursuant to Section 10 hereof) and shall countersign and deliver
Warrants as otherwise provided in this Agreement.
SECTION 4. EXCHANGE OF WARRANT CERTIFICATES. Each Warrant
certificate may be exchanged for another certificate or certificates entitling
the Holder thereof to purchase a like aggregate number of Warrant Shares as the
certificate or certificate surrendered then entitle such Holder to purchase.
Any Holder desiring to exchange a Warrant certificate or certificates shall make
such request in writing delivered to the Warrant Agent, and shall surrender,
properly endorsed, the certificate or certificates to be so exchanged.
Thereupon, the Warrant Agent shall countersign and deliver to the person
entitled thereto a new Warrant certificate or certificates, as the case may be,
as so requested.
SECTION 5. TERM OF WARRANTS; EXERCISE OF WARRANTS.
SECTION 5.01. TERM OF WARRANTS. Subject to the terms of this
Agreement, each Holder shall have the right, which may be exercised commencing
the date of issuance of the Warrants and until 5:00 P.M. Eastern Time, on
[ ], [2002] [the fifth anniversary of the date of the Effective Time (as
defined in the Merger Agreement)] (the "Expiration Date"), to purchase from the
Company the number of fully paid and nonassessable Warrant Shares which the
Holder may at the time be entitled to purchase on exercise of such Warrants;
PROVIDED, HOWEVER, if any or all of the Warrants shall be called for redemption
pursuant to Section 8.03 hereof, the right to exercise the Warrants so to be
redeemed shall expire at the close of business, New York time, on the redemption
date.
SECTION 5.02. EXERCISE OF WARRANTS. A Warrant may be exercised upon
surrender to the Warrant Agent, at its principal office, of the certificate or
certificates evidencing the Warrants to be exercised, together with the form of
election to purchase on the reverse thereof duly filled in and signed, which
signature shall be guaranteed by an Eligible Institution, and upon payment to
the Warrant Agent for the account of the Company of the Warrant Price (as
defined in and determined in accordance with the provisions of Sections 9 and 10
hereof), for the number of Warrant Shares in respect of which such Warrants are
then exercised. Payment of the aggregate Warrant Price shall be made in cash or
by certified or bank cashier's check drawn on a banking institution
chartered by the government of the United States or any state thereof.
Subject to Section 6 hereof, upon such surrender of Warrants and
payment of the Warrant Price as aforesaid, the Warrant Agent shall cause to be
issued and delivered with all reasonable dispatch to or upon the written order
of the Holder and in such name or names as the Holder may designate, a
certificate or certificates for the number of full Warrant Shares so purchased
upon the exercise of such Warrants, together with cash, as provided in
Section 11 hereof, in respect of any fractional Warrant Shares otherwise
issuable upon such surrender. Such certificate or certificates shall be deemed
to have been issued and any person so designated to be named therein shall be
deemed to have become a holder of record of such Warrant Shares as of the date
of the surrender of such Warrants and payment of the Warrant Price, as
aforesaid. The right of purchase represented by the Warrants shall be
exercisable, at the election of the Holders thereof, either in full or from time
to time in part and, in the event that a certificate evidencing Warrants is
exercised in respect of less than all of the Warrant Shares purchasable on such
exercise at any time prior to the date of expiration of the Warrants, a new
certificate evidencing the remaining Warrant or Warrants will be issued, and the
Warrant Agent is hereby irrevocably authorized to countersign and to deliver the
required new Warrant certificate or certificates pursuant to the provisions of
this Section and of Section 3 hereof, and the Company, whenever required by the
Warrant Agent, will supply the Warrant Agent with Warrant certificates duly
executed on behalf of the Company for such purpose.
SECTION 5.03. RESTRICTION ON EXERCISES. A Warrant may not be
exercised in whole or in part if in the reasonable opinion of counsel to the
Company the issuance of the Common Stock upon such exercise would cause the
Company to be in violation of the Telecommunications Act of 1996 or the rules
and regulations in effect thereunder. A Holder desiring to exercise Warrants
shall, if requested by the Company, furnish to the Company such additional
information as the Company deems reasonably necessary in order to determine if
exercise of a Warrant may cause the Company to be in said violation. In the
event the Company's counsel determines that, in such counsel's opinion after
review of such information, if any, requested by and delivered to, the Company,
the exercise of a Warrant would cause the Company to be in violation of the
broadcast multiple ownership provisions of the Communications Act of 1934, as
amended, or the rules and regulations in effect thereunder, the Company shall
notify such Holder and the Warrant Agent to that effect. Upon receipt of said
notice, such Holder may take such steps, at its own expense, as it reasonably
determines necessary so that the exercise of the Warrant would not cause such a
violation; PROVIDED, that upon completion of said steps, such Holder shall
notify the Company and the provisions of this Section 5.03 shall then apply with
respect to the proposed revised transaction; PROVIDED, FURTHER that if after
such proposed revised transaction such Warrant would still not be exercisable
pursuant to
this Section 5.03, the Company shall within five business days make an offer to
purchase such Warrant at a price equal to the excess of (x) the current market
price (as defined in Section 10.01(d)) on the date of such offer over (y) the
Exercise Price thereof.
SECTION 5.04. LEGEND ON CERTIFICATE. The certificates evidencing the
Warrants may, in the sole discretion of the Company, bear a legend relating to
certain limitations on the ownership of Common Stock imposed by the
Telecommunications Act of 1996.
SECTION 6. PAYMENT OF TAXES. The Company will pay all documentary
stamp taxes, if any, attributable to the initial issuance of Warrant Shares upon
the exercise of Warrants; PROVIDED, HOWEVER, that the Company shall not be
required to pay any tax or taxes which may be payable in respect of any transfer
involved in the issue or delivery of any Warrants or certificates for Warrant
Shares in a name other than that of the registered Holder of Warrants in respect
of which such Warrant Shares are issued.
SECTION 7. MUTILATED OR MISSING DOCUMENTS. In case any of the
certificates evidencing the Warrants shall be mutilated, lost, stolen or
destroyed, the Company shall issue, and the Warrant Agent shall countersign and
deliver in exchange and substitution for and upon cancellation of the mutilated
Warrant certificate, or in lieu of and substitution for the Warrant certificate
lost, stolen or destroyed, a new Warrant certificate of like tenor and
representing an equivalent right or interest, but only upon receipt of evidence
satisfactory to the Company and the Warrant Agent of such loss, theft or
destruction of such Warrant and indemnity or bond, if requested, also
satisfactory to them. An applicant for such a substitute Warrant certificate
shall also comply with such other reasonable regulations and pay such other
reasonable charges as the Company or the Warrant Agent may prescribe.
SECTION 8. RESERVATION OF WARRANT SHARES; PURCHASE, CALL AND
CANCELLATION OF WARRANTS.
SECTION 8.01. RESERVATION OF WARRANT SHARES. There have been
reserved, and the Company shall at all times keep reserved, out of its
authorized Common Stock, a number of shares of Common Stock sufficient to
provide for the exercise of the rights of purchase represented by the
outstanding Warrants. The Transfer Agent for the Common Stock and every
subsequent transfer agent for any shares of the Company's capital stock issuable
upon the exercise of any of the rights of purchase aforesaid will be irrevocably
authorized and directed at all times to reserve such number of shares as shall
be required for such purpose. The Company will keep a copy of this Agreement on
file with the Transfer Agent for the Common Stock and with every subsequent
transfer agent for any shares of the Company's capital stock issuable upon the
exercise of the rights of purchase represented by the Warrants. The Warrant
Agent is hereby irrevocably authorized to requisition from time to time from
such Transfer Agent the stock certificates required to honor outstanding
Warrants upon exercise
thereof in accordance with the terms of this Agreement. The Company will supply
such Transfer Agent with duly executed stock certificates for such purposes and
will provide or otherwise make available any cash which may be payable as
provided in Section 11 hereof. All Warrants surrendered in the exercise of the
rights thereby evidenced shall be canceled by the Warrant Agent and shall
thereafter be delivered to the Company.
SECTION 8.02. PURCHASE OF WARRANTS BY THE COMPANY. The Company shall
have the right, except as limited by law, other agreements or herein, to
purchase or otherwise acquire Warrants at such times, in such manner and for
such consideration as it may deem appropriate.
SECTION 8.03. CALL OF WARRANTS BY THE COMPANY. The Company shall
have the right to redeem any or all of the Warrants at a price per Warrant equal
to $12.00 multiplied by the Fraction, as adjusted from time to time as provided
in Section 10 hereof (the "Call Price") on or after the third anniversary of the
Effective Time.
If fewer than all the Warrants are to be redeemed, the Company shall
select by lot the Warrants so to be redeemed in such manner as shall be
prescribed by the Board of Directors of the Company. The Company shall give the
Warrant Agent written notice of the aggregate number of Warrants to be redeemed
and the prescribed manner of redemption .
Notice of the redemption shall be mailed to the Holders of record not
more than 45 days nor less than 15 days prior to the date scheduled for
redemption (the "Call Date") and shall be given by the Company to the Warrant
Agent prior to or concurrently with the mailing of notice of the redemption to
such Holders, all in accordance with the provisions of Section 18 hereof. The
notice of redemption also shall be given not more than 45 days nor less than 15
days prior to the Call Date, by publishing it once in The Wall Street Journal
(national edition), and such notice shall state the date, place and price of
such redemption. Each Holder shall continue to have the right to exercise the
Warrant until the close of business, New York time, on the Call Date. No less
than one business day prior to the Call Date, the Company shall deposit with the
Warrant Agent funds sufficient to purchase all of the Warrants to be redeemed on
the Call Date which have not theretofore been exercised.
SECTION 8.04. CANCELLATION OF WARRANTS. In the event the Company
shall purchase or otherwise acquire Warrants, the same shall thereupon be
delivered to the Warrant Agent and be canceled by it and retired. The Warrant
Agent shall cancel any Warrant surrendered for exchange, substitution, transfer
or exercise in whole or in part, and shall thereafter deliver any such cancelled
Warrants to the Company.
SECTION 9. WARRANT PRICE. The price per share at which Warrant
Shares shall be purchasable upon exercise of Warrants shall be $40 (the "Warrant
Price"), subject to adjustment pursuant to Section 10 hereof.
SECTION 10. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF WARRANT SHARES.
The number and kind of securities purchasable upon the exercise of each Warrant
and the Warrant Price shall be subject to adjustment from time to time upon the
happening of certain events, as hereinafter defined, that occur subsequent to
the date of the Merger Agreement.
SECTION 10.01. MECHANICAL ADJUSTMENTS. The number of Warrant Shares
purchasable upon the exercise of each Warrant and the Warrant Price shall be
subject to adjustment as follows:
(a) In case the Company shall (i) pay a dividend in shares of Common
Stock or make a distribution in shares of Common Stock, (ii) subdivide its
outstanding shares of Common Stock, (iii) combine its outstanding shares of
Common Stock into a smaller number of shares of Common Stock or (iv) issue
by reclassification of its shares of Common Stock other securities of the
Company (including any such reclassification in connection with a
consolidation or merger in which the Company is surviving corporation), the
number of Warrant Shares purchasable upon exercise of each Warrant
immediately prior thereto shall be adjusted so that the Holder of each
Warrant shall be entitled to receive the kind and number of Warrant Shares
or other securities of the Company which he would have owned or have been
entitled to receive after the happening of any of the events described
above, had such Warrant been exercised immediately prior to the happening
of such event or any record date with respect thereto. An adjustment made
pursuant to this paragraph (a) shall become effective immediately after the
effective date of such event retroactive to the record date, if any, of
such event.
(b) In case the Company shall issue rights, options or warrants to
all holders of its outstanding Common Stock, without any charge to such
holders, entitling them (for a period within 45 days after the record
date mentioned below) to subscribe for or purchase shares of Common Stock
at a price per share which is lower at the record date mentioned below
than the then current market price per share of Common Stock (as defined
in paragraph (d) below) the number of Warrant Shares thereafter
purchasable upon the exercise of each Warrant shall be determined by
multiplying the number of Warrant Shares theretofore purchasable upon
exercise of each Warrant by a fraction, of which the numerator shall be
the number of shares of Common Stock outstanding on the date of issuance
of such rights, options or warrants plus the number of additional shares
of Common Stock offered for subscription or purchase, and of which the
denominator shall be the number of shares of Common Stock outstanding on
the date of issuance
of such rights, options or warrants plus the number of shares which the
aggregate offering price of the total number of shares of Common Stock so
offered would purchase at the then current market price per share of Common
Stock. Such adjustment shall be made whenever such rights, options or
warrants are issued, and shall become effective retroactively immediately
after the record date of the determination of stockholders entitled to
receive such rights, options or warrants.
(c) In case the Company shall distribute to all holders of its shares
of Common Stock evidences of its indebtedness or assets (excluding
(x) regular periodic cash dividends pursuant to an announced policy of the
Company payable out of consolidated earnings or surplus legally available
for dividends and (y) dividends or distributions referred to in
paragraph (a)) or rights, options or warrants, or convertible or
exchangeable securities containing the right to subscribe for or purchase
shares of Common Stock (excluding those referred to in paragraph (b)
above), then in each case the number of Warrant Shares thereafter
purchasable upon the exercise of each Warrant shall be determined by
multiplying the number of Warrant Shares theretofore purchasable upon the
exercise of each Warrant, by a fraction, of which the numerator shall be
the then current market price per share of Common Stock (as defined in
paragraph (d) below) on the date of such distribution, and of which the
denominator shall be the then current market price per share of Common
Stock, less the then fair value (as determined by the Board of Directors of
the Company, whose determination shall be conclusive) of the portion of the
assets or evidences of indebtedness so distributed or of such subscription
rights, options or warrants, or of such convertible or exchangeable
securities applicable to one share of Common Stock. Such adjustment shall
be made whenever any such distribution is made, and shall become effective
on the date of distribution retroactive to the record date for the
determination of shareholder entitled to receive such distribution.
In the event of a distribution by the Company to all holders of its
shares of Common Stock of the capital stock of a subsidiary or securities
convertible into or exercisable for such stock, then in lieu of an
adjustment in the number of Warrant Shares purchasable upon the exercise of
each Warrant, the Holder of each Warrant, upon the exercise thereof at any
time after such distribution shall be entitled to receive the stock or
other securities to which such Holder would have been entitled if such
Holder had exercised such warrant immediately prior thereto, all subject to
further adjustment as provided in this Section 10.1; PROVIDED, HOWEVER,
that no adjustment in respect of dividends or interest on such stock or
other securities shall be made during the term of a Warrant of upon the
exercise of a Warrant.
(d) For the purpose of any computation under paragraphs (b) and (c)
of this Section, the current market price per share of Common Stock at any
date shall be average of the daily closing prices for 20 consecutive
trading days commencing 30 trading days before the date of such
computation. The closing price for each day shall be the last reported
sales price regular way or, in case no reported sale takes place on such
day, the average of the closing bid and asked prices regular way for such
day, in each case on the principal national securities exchange on which
the shares of Common Stock are listed or admitted to trading or, if not
listed or admitted to trading, the average of the closing bid and asked
prices of the Common Stock in the over-the-counter market as reported by
NASDAQ or any comparable system. In the absence of one or more such
quotations, the Company shall determine the current market price on the
basis of such quotations as it considers appropriate.
(e) No adjustment in the number of Warrant Shares purchasable
hereunder shall be required unless and until such adjustment would
require an increase or decrease of at least one percent (1%) in the
number of Warrant Shares purchasable upon the exercise of each
Warrant; PROVIDED, HOWEVER, that any adjustments which by reason of
this paragraph (e) are not required to be made shall be carried forward
and taken into account in any subsequent adjustment. All calculations
shall be make to the nearest one thousandth of a share.
(f) Whenever the number of shares purchasable upon the exercise of
each Warrant is adjusted as provided in paragraphs (a), (b) and (c)
above, the Warrant Price payable upon exercise of each Warrant and the
Call Price shall be adjusted by multiplying such Warrant Price and Call
Price immediately prior to such adjustment by a fraction, of which the
numerator shall be the number of Warrant Shares purchasable upon the
exercise of each Warrant immediately prior to such adjustment, and of
which the denominator shall be the number of Warrant Shares purchasable
immediately thereafter.
(g) No adjustment in the number of Warrant Shares purchasable upon
the exercise of each Warrant need be made under paragraphs (b) and (c) if
the Company issues or distributes to each Holder of Warrants the rights,
options, warrants, or convertible or exchangeable securities, or evidence
of indebtedness or assets referred to in those paragraphs which each Holder
of Warrants would have been entitled to receive had the Warrants been
exercised prior to the happening of such event or the record date with
respect thereto. No adjustment in the number of Warrant Shares purchasable
upon the exercise of each Warrant need be made for sales of Warrant Shares
pursuant to a Company plan for reinvestment of dividends or interest. No
adjustment need be made for a change in the par value of the Warrant
Shares.
(h) For the purpose of this Section 10.1, the term "shares of Common
Stock" shall mean (i) the class of stock designated as the Common Stock of
the Company at the date of this Agreement, or (ii) any other class of stock
resulting from successive changes or reclassification of such shares
consisting solely of changes in par value, or from par value to no par
value, or from no par value to par value. In the event that at any time,
as a result of an adjustment made pursuant to paragraph (a) above, the
Holders shall become entitled to purchase any shares of the Company other
than shares of Common Stock, thereafter the number of such other shares so
purchasable upon exercise of each Warrant and the Warrant Price of such
shares shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to
the Warrant Shares contained in paragraph (a) through (g), inclusive,
above, and the provisions of Section 5 and Sections 10.02 through 10.04,
inclusive, with respect to the Warrant Shares, shall apply on like terms to
any such other shares.
(i) Upon the expiration of any rights, options, warrants or
conversion or exchange privileges, if any thereof shall not have
been exercised, the Warrant Price and the number of shares of Common
Stock purchasable upon the exercise of each Warrant shall, upon such
expiration, be readjusted and shall thereafter be such as it would
have been had it been originally adjusted (or had the original adjustment
not been required, as the case may be) as if (A) the only shares
of Common Stock so issued were the shares of Common Stock, if any,
actually issued or sold upon the exercise of such rights, options,
warrants or conversion or exchange rights and (B) such shares of
Common Stock, if any, were issued or sold for the consideration, if
any, actually received by the Company for the issuance, sale or grant
of all such rights, options, warrants or conversion or exchange
rights whether or not exercised; PROVIDED, FURTHER, that no such
readjustment shall have the effect of increasing the Warrant Price
by an amount in excess of the amount of the adjustment initially
made in respect to the issuance, sale or grant of such rights, options,
warrants or conversion or exchange rights.
SECTION 10.02. DETERMINATION OF CONSIDERATION. Upon any issuance or
sale for a consideration other than cash, or a consideration part of which is
other than cash, of any shares of Common Stock or any rights or options to
subscribe for, purchase or otherwise acquire any shares of Common Stock, the
amount of the consideration other than cash received by the Company shall be
deemed to be the fair value of such consideration or as determined in good faith
by the Board of Directors of the Company. In case any shares of Common Stock or
any rights, options or warrants to subscribe for, purchase or otherwise acquire
any shares of Common Stock shall be issued or sold together with other shares,
stock or securities or other assets of the Company for a consideration which
covers both, the consideration for the issue or sale of such shares of Common
stock or such rights or options shall be deemed to be the portion of such
consideration allocated thereto in good faith by the Board of Directors of the
Company.
SECTION 10.03. VOLUNTARY ADJUSTMENT BY THE COMPANY. The Company may,
at its option, at any time during the term of the Warrants, reduce the then
current Warrant Price to any amount deemed appropriate by the Board of Directors
of the Company.
SECTION 10.04. NOTICE OF ADJUSTMENT. (a) Whenever the number of
Warrant Shares purchasable upon the exercise of each Warrant or the Warrant
Price of such Warrant Shares is adjusted, as herein provided, the Company shall
cause the Warrant Agent promptly to mail by first class mail, postage prepaid,
to each Holder notice of such adjustment or adjustments and shall deliver to the
Warrant Agent a certificate of a firm of independent public accountants selected
by the Board of Directors of the Company (who may be the regular accountants
employed by the Company) to complete such adjustment in accordance with the
terms of this Agreement and prepare a certificate setting forth the number of
Warrant Shares purchasable upon the exercise of each Warrant and the Warrant
Price of such Warrant Shares after such adjustment, setting forth a brief
statement of the facts requiring such adjustment and setting forth the
computation by which such adjustment was made.
Such certificate shall be conclusive evidence of the correctness of
such adjustment. The Warrant Agent shall be entitled to rely on any such
certificate delivered pursuant to this Section 10.04 and shall be under no duty
or responsibility with respect to any such certificate, except to exhibit the
same, from time to time, to any Holder desiring an inspection thereof during
reasonable business hours. The Warrant Agent shall not at any time be under any
duty or responsibility to any Holders to determine whether any facts exist
which may require any adjustment of the Warrant Price or the number of Warrant
Shares or other stock or property purchasable on exercise thereof, or with
respect to the nature or extent of any such adjustment when made, or with
respect to the method employed in making such adjustment.
(b) Notwithstanding the foregoing, whenever the number of Warrant
Shares purchasable upon the exercise of each Warrant or the Warrant Price of
such shares is adjusted, as herein provided, to an extent that such adjustment
is equal to or greater than 1% of the Warrant Price in effect prior to such
adjustment, but is less than 5% of the Warrant Price in effect prior to such
adjustment, the Company shall deliver to the Warrant Agent a certificate setting
forth the number of Warrant Shares purchasable upon the exercise of each Warrant
and the Warrant Price of such Warrant Shares after such adjustment, setting
forth a brief statement of the facts requiring such adjustment and setting forth
the computation by which such adjustment was made. Notice of any such
adjustment or adjustments shall be given to each Holder but a certificate of a
firm of independent accountants shall not be
required. At the time that such adjustments shall, in the aggregate, be equal to
or greater than 5% of the Warrant Price in effect prior to all such adjustments,
the aggregate of such adjustments shall be treated in the manner provided in
Section 10.04(a).
SECTION 10.05. NO ADJUSTMENT OF DIVIDENDS. Except as provided in
Section 10.01, no adjustment in respect of any dividends shall be made during
the term of a Warrant or upon the exercise of a Warrant.
SECTION 10.06. PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION,
CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger
of the Company into another corporation or in case of any sale, transfer or
lease to another corporation of all or substantially all the property of the
Company, the Company or such successor or purchasing corporation, as the case
may be, shall execute with the Warrant Agent an agreement that (i) each Holder
shall have the right thereafter upon payment of the Warrant Price in effect
immediately prior to such action to purchase upon exercise of each Warrant the
kind and amount of shares and other securities and property (including cash)
which he would have owned or have been entitled to receive after the happening
of such consolidation, merger, sale, transfer or lease had such Warrant been
exercised immediately prior to such action, or (ii) in the event that all of the
property to which a Holder would be entitled to receive in such an action had
such Warrant been exercised immediately prior to such action is cash, then upon
surrender of a certificate representing Warrants each Holder shall be entitled
to receive cash in the amount of the difference between the amount which such
Holder would have paid to exercise such Warrants in full at the Warrant Price in
effect immediately prior to such action and the amount of cash which he would
have been entitled to receive after the happening of such consolidation, merger,
sale, transfer or lease had such Warrant been exercised immediately prior to
such action; PROVIDED, HOWEVER, that no adjustment in respect of dividends,
interest or other income on or from such shares or other securities and property
shall be made during the term of a Warrant or upon the exercise of a Warrant.
The Company shall mail by first class mail, postage prepaid, to each Holder,
notice of the execution of any such agreement. Such agreement shall provide for
adjustments, which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 10. The provisions of this
Section 10.06 shall similarly apply to successive consolidations, mergers,
sales, transfers or leases. The Warrant Agent shall be under no duty or
responsibility to determine the correctness of any provisions contained in any
such agreement relating to the kind or amount of shares of stock or other
securities or property receivable upon exercise of Warrants or with respect to
the method employed and provided therein for any adjustments and shall be
entitled to rely upon the provisions contained in any such agreement.
SECTION 10.07. STATEMENT ON WARRANTS. Irrespective of any
adjustments in the Warrant Price or the number or kind of shares purchasable
upon the exercise of the Warrants, Warrants theretofore or thereafter issued may
continue to express the same price and number and kind of shares as are stated
in the Warrants initially issuable pursuant to this Agreement.
SECTION 11. FRACTIONAL INTERESTS. The Company shall not be required
to issue fractional Warrant Shares on the exercise of Warrants. If more than
one Warrant shall be presented for exercise in full at the same time by the same
Holder, the number of full Warrant Shares which shall be issuable upon the
exercise thereof shall be computed on the basis of the aggregate number of
Warrant Shares purchasable on exercise of the Warrants so presented. If any
fraction of a Warrant Share would, except for the provisions of this Section 11,
be issuable on the exercise of any Warrant (or specified portion thereof), the
Warrant Agent shall pay, upon receipt of good funds from the Company, an amount
in cash equal to the closing price for one share of the Common Stock, as defined
in paragraph (d) of Section 10.01, on the trading day immediately preceding the
date the Warrant is presented for exercise, multiplied by such fraction.
SECTION 12. NO RIGHTS AS STOCKHOLDERS; NOTICES TO HOLDERS. Nothing
contained in this Agreement or in any of the Warrants shall be construed as
conferring upon the Holders or their transferees the right to vote or to receive
dividends or to consent or to receive notice as stockholders in respect of any
meeting of stockholders for the election of directors of the Company or any
other matter, or any rights whatsoever as stockholders of the Company. If,
however, at any time prior to the expiration of the Warrants and prior to their
exercise, any of the following events shall occur:
(a) the Company shall declare any dividend payable in any securities
upon its shares of Common Stock or make any distribution (other than a cash
dividend as to which no adjustment in the Warrant Price is to be made as
herein provided) to the holders of its shares of Common Stock; or
(b) the Company shall offer to the holders of its shares of Common
Stock any additional shares of Common Stock or securities convertible into
shares of Common Stock or any right to subscribe thereof; or
(c) a dissolution, liquidation or winding up of the Company (other
than in connection with a consolidation, merger, transfer or lease of all
or substantially all of its property, assets, and business as an entirety)
shall be proposed;
then in any one or more of said events the Company shall (a) give notice in
writing of such event to the Warrant Agent and the Holders as provided in
Section 18 hereof and (b) cause notice of
such event to be published once in THE WALL STREET JOURNAL, such giving of
notice and publication to be completed at least 20 days prior to the date fixed
as a record date or the date of closing the transfer books for the determination
of the stockholders entitled to such dividend, distribution, or subscription
rights, or for the determination of stockholders entitled to vote on such
proposed dissolution, liquidation or winding up. Such notice shall specify such
record date or the date of closing the transfer books, as the case may be.
Failure to publish or mail such notice or any defect therein or in the
publication or mailing thereof shall not affect the validity of any action taken
in connection with such dividend, distribution or subscription rights, or such
proposed dissolution, liquidation or winding up.
SECTION 13. DISPOSITION OF PROCEEDS ON EXERCISE OF WARRANTS;
INSPECTION OF WARRANT AGREEMENT. The Warrant Agent shall account to the Company
with respect to Warrants exercised two business days thereafter and concurrently
pay to the Company all monies received by the Warrant Agent for the purchase of
the Warrant Shares through the exercise of such Warrants.
The Warrant Agent shall keep copies of this Agreement and any notices
given or received hereunder available for inspection by the Holders during
normal business hours at its principal office. The Company shall supply the
Warrant Agent from time to time with such numbers of copies of this Agreement as
the Warrant Agent may request.
SECTION 14. MERGER OR CONSOLIDATION OR CHANGE OF NAME OF WARRANT
AGENT. Any corporation into which the Warrant Agent may be merged or with which
it may be consolidated, or any corporation resulting from any merger or
consolidation to which the Warrant Agent shall be a party, or any corporation
succeeding to the shareholder services business of the Warrant Agent, shall be
the successor to the Warrant Agent hereunder without the execution or filing of
any paper or any further act on the part of any of the parties hereto, provided
that such corporation would be eligible for appointment as a successor Warrant
Agent under the provisions of Section 16 hereof. In case at the time such
successor to the Warrants Agent shall succeed to the agency created by this
Agreement, any of the Warrants shall have been countersigned but not delivered,
any such successor to the Warrant Agent may adopt the countersignature of the
original Warrant Agent and deliver such Warrants so countersigned; and in case
at that time any of the Warrants shall not have been so countersigned, any
successor to the Warrant Agent may countersign such Warrants either in the name
of the predecessor Warrant Agent or in the name of the successor Warrant Agent;
and in all such cases Warrants shall have the full force provided in the
Warrants and in this Agreement.
In case at any time the name of the Warrant Agent shall be changed and
at such time any of the Warrants shall have been countersigned but not
delivered, the Warrant Agent may adopt the countersignatures under its prior
name and deliver such Warrants so
countersigned; and in case at that time any of the Warrants shall not have been
countersigned, the Warrant Agent may countersign such Warrants whether in its
prior name or in its changed name; and all such Warrants shall have the full
force provided in the Warrants and in this Agreement.
SECTION 15. CONCERNING THE WARRANT AGENT. The Warrant Agent
undertakes the duties and obligations imposed by this Agreement upon the
following terms and conditions, by all of which the Company and the Holders, by
their acceptance of Warrants, shall be bound.
SECTION 15.01. CORRECTNESS OF STATEMENTS. The statements contained
herein and in the Warrants shall be taken as statements of the Company and the
Warrant Agent assumes no responsibility for the correctness of any of the same
except such as describe the Warrant Agent or action taken by it. The Warrant
Agent assumes no responsibility with respect to the distribution of the Warrants
except as herein otherwise provided. The Warrant Agent will have no obligation
to make payment with respect to any Warrants presented unless it shall have been
provided by the Company with the necessary funds to pay in full all amounts
payable with respect thereto.
SECTION 15.02. BREACH OF COVENANTS. the Warrant Agent shall not be
responsible for any failure of the Company to comply with any of the covenants
contained in this Agreement or in the Warrant to be complied with by the
Company.
SECTION 15.03. PERFORMANCE OF DUTIES. The Warrant Agent may execute
and exercise any of the rights or powers hereby vested in it or perform any duty
hereunder either itself or by or through its attorneys or agents (which shall
not include its employees) and shall not be responsible for the misconduct or
negligence of any agent appointed with due care.
SECTION 15.04. RELIANCE ON COUNSEL. The Warrant Agent may consult at
any time with legal counsel satisfactory to it and the Company (who may be
counsel for the Company) and the Warrant Agent shall incur no liability or
responsibility to the Company or to any Holder in respect of any action taken,
suffered or omitted by it hereunder in good faith and in accordance with the
opinion or the advice of such counsel.
SECTION 15.05. PROOF OF ACTIONS TAKEN. Whenever in the performance
of its duties under this Agreement the Warrant Agent shall deem it necessary or
desirable that any fact or matter be proved or established by the Company prior
to taking or suffering any action hereunder, such fact or matter (unless other
evidence in respect thereof be herein specifically prescribed) may be deemed
conclusively to be proved and established by a certificate signed by the
Chairman of the Board, Chief Executive Officer or President, a Vice President,
the Treasurer or the Secretary of the Company and delivered to the Warrant
Agent; and such certificate shall be full
authorization to the Warrant Agent for any action taken or suffered in good
faith by it under the provisions of this Agreement in reliance upon such
certificate.
SECTION 15.06. COMPENSATION; INDEMNITY. The Company agrees to pay
the Warrant Agent reasonable compensation for all services rendered by the
Warrant Agent in the performance of its duties under this Agreement in
accordance with the fee schedule agreed to from time to time by the Company and
the Warrant Agent, to reimburse the Warrant Agent for all expenses, taxes and
governmental charges and other charges of any kind and nature reasonably
incurred by the Warrant Agent in the performance of its duties under this
Agreement. The Company further agrees to indemnify and hold the Warrant Agent
harmless against costs, expenses (including reasonable expenses of legal
counsel), losses or damages, which, without gross negligence, willful misconduct
or bad faith on the part of the Warrant Agent, may be paid, incurred or suffered
by, or to which the Warrant Agent may become subject by reason of or as a result
of the administration of its duties hereunder or by reason of or as a result of
its compliance with the instructions set forth herein or with any written or
oral instructions delivered to the Warrant Agent pursuant hereto, or as a result
of defending its actions as Warrant Agent hereunder, including any claim against
the Warrant Agent by any Holder.
SECTION 15.07. LEGAL PROCEEDINGS. The Warrant Agent shall be under
no obligation to institute any action, suit or legal proceeding or to take any
other action likely to involve expense unless the Company or one or more Holders
shall furnish the Warrant Agent with reasonable security and indemnity for any
costs and expenses which may be incurred, but this provision shall not affect
the power of the Warrant Agent to take such action as the Warrant Agent may
consider proper, whether with or without any such security or indemnity. All
rights of action under this Agreement or under any of the Warrants or the
production thereof at any trial or other proceedings relative thereto, any such
action, suit or proceeding instituted by the Warrant Agent shall be brought in
its name as Warrant Agent, and any recovery of judgment shall be for the ratable
benefit of the Holders, as their respect rights or interests may appear.
SECTION 15.08. OTHER TRANSACTIONS IN SECURITIES OF COMPANY. The
Warrant Agent and any stockholder, director, officer or employee of the Warrant
Agent may buy, sell or deal in any of the Warrants, or other securities of the
Company or become pecuniarily interested in any transaction in which the Company
may be interested or contract with or lend money to the Company or otherwise act
as fully and freely as though it were not Warrant Agent under this Agreement.
Nothing herein shall preclude the Warrant Agent from acting in any other
capacity for the Company or for any other legal entity.
SECTION 15.09. LIABILITY OF WARRANT AGENT. The Warrant Agent shall
act hereunder solely as agent, and its duties shall be
determined solely by the provisions hereof. The Warrant Agent shall not be
liable for anything which it may do or refrain from doing in connection with
this Agreement except for its own negligence or bad faith.
SECTION 15.10. RELIANCE ON DOCUMENTS. The Warrant Agent will not
incur any liability or responsibility to the Company or to any Holder for any
action taken in reliance on any notice, resolution, waiver, consent, order,
certificate, or other paper, documents or instrument reasonably believed by it
to be genuine and to have been signed, set or presented by the proper party or
parties.
SECTION 15.11. VALIDITY OF AGREEMENT. The Warrant Agent shall not be
under any responsibility in respect of the validity of this Agreement or the
execution and delivery hereof (except the due execution hereof by the Warrant
Agent) or in respect of the validity or execution of any Warrant (except its
countersignature thereof); nor shall the Warrant Agent by any act hereunder be
deemed to make any representations or warranty as to the authorization or
reservation of any Warrant Shares (or other stock) to be issued pursuant to this
Agreement or any Warrant, or as to whether any Warrant Shares (or other stock)
will, when issued, be validly issued, fully paid and nonassessable, or as to the
Warrant Price or the number or amount of Warrant Shares or other securities or
other property issuable upon exercise of any Warrant.
SECTION 15.12. INSTRUCTIONS FROM COMPANY. The Warrant Agent is
hereby authorized and directed to accept instructions with respect to the
performance of its duties hereunder from the Chairman of the Board, the Chief
Executive Officer, the President, a Vice President, the Secretary or the
Treasurer of the Company, and to apply to such officer for advice or
instructions in connection with its duties, and shall not be liable for any
action taken or suffered to be taken by it in good faith in accordance with
instructions of any such officer or officers.
SECTION 16. CHANGE OF WARRANT AGENT. The Warrant Agent may
resign and be discharged from its duties under this Agreement by giving to the
Company 30 days notice in writing. The Warrant Agent may be removed by like
notice to the Warrant Agent from the Company. If the Warrant Agent shall resign
or be removed or shall otherwise become incapable of acting, the Company shall
appoint a successor to the Warrant Agent. If the Company shall fail to make
such appointment within a period of 30 days after such removal or after it has
been notified in writing of such resignation or incapacity by the resigning or
incapacitated Warrant Agent or by any Holder (who shall with such notice submit
his Warrant for inspection of the Company), then any Holder may apply to any
court of competent jurisdiction for the appointment of a successor to the
Warrant Agent. Any successor warrant agent, whether appointed by the Company or
such a court, shall be a bank or trust company, in good standing, incorporated
under the laws of the United States of America or any state thereof and having
at the
time of its appointment as warrant agent a combined capital and surplus of at
least $100,000,000. After appointment, the successor warrant agent shall be
vested with the same powers, rights, duties and responsibilities as if it had
been originally named as Warrant Agent without further act or deed, but the
former Warrant Agent shall deliver and transfer to the successor warrant agent
any property at the time held by it hereunder, and execute and deliver for
further assurance, conveyance, act or deed necessary for the purpose. Failure
to file any notice provided for in this Section 16, however, or any defect
therein, shall not affect the legality or validity of the resignation or removal
of the Warrant Agent or the appointment of the successor warrant agent, as the
case may be. In the vent of such resignation or removal, the successor warrant
agent shall mail, by first class mail, postage prepaid, to each Holder, written
notice of such removal or resignation and the name and address of such successor
warrant agent.
SECTION 17. IDENTITY OF TRANSFER AGENT. Forthwith upon the
appointment of any subsequent transfer agent for the Common Stock, or any other
shares of the Company's capital stock issuable upon the exercise of the
Warrants, the Company will file with the Warrant Agent, a statement setting
forth the name and address of such subsequent transfer agent.
SECTION 18. NOTICES. Any notice pursuant to this Agreement by the
Company or by any Holder to the Warrant Agent, or by the Warrant Agent or by any
Holder to the Company, shall be in writing and shall be delivered in person or
by facsimile transmission, or mailed first class, postage prepaid (a) to the
Company, at its offices at 1300 PNC Center, 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxxx,
Xxxx 00000; or (b) the Warrant Agent, at its offices at 000 Xxxxxx Xxxxxx,
Xxxxxxxxx Xxxxx, Xxxxxxxxx, Xxxx 00000. Each party hereto may from time to time
change the address to which notices to it are to be delivered or mailed
hereunder by notice to the other party.
Any notice mailed pursuant to this Agreement by the Company or the
Warrant Agent to the Holders shall be in writing and shall be mailed first
class, postage prepaid, or otherwise delivered to such Holders at their
respective addresses on the books of the Warrant Agent.
SECTION 19. SUPPLEMENTS AND AMENDMENTS. The Company and the Warrant
Agent may from time to time supplement or amend this Agreement without the
approval of any Holder, in order to cure and ambiguity or to correct or
supplement any provision contained herein which may be defective or inconsistent
with any other provision herein, or to make any other provisions in regard to
matters or questions arising hereunder which the Company and the Warrant Agent
may deem necessary or desirable and which shall not be inconsistent with the
provisions of the Warrants and which shall not adversely affect the interests of
the Holders.
This Agreement shall not otherwise be modified, supplemented or
altered in any respect except with the consent in writing of the Holders of
Warrants representing not less than 50% of the Warrants then outstanding; and
PROVIDED, FURTHER, that no change in (i) the number or nature of the securities
purchasable upon the exercise of any Warrant, (ii) the Warrant Price or Call
Price therefor, (iii) the Expiration Date or Call Date (if such change would
have the effect of accelerating either such date), or (iv) the anti-dilution
provisions of Section 10 hereof which would adversely affect the interests of
any Holder shall be made without, in each case, the consent in writing of the
Holder of the certificate representing such Warrant, other than such changes as
are specifically prescribed by this Agreement as originally executed or are made
in compliance with applicable law.
SECTION 20. SUCCESSORS. All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Warrant Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.
SECTION 21. MERGER OR CONSOLIDATION OF THE COMPANY. The Company will
not merge or consolidate with or into, or sell, transfer or lease all or
substantially all of its property to, any other corporation unless the successor
or purchasing corporation, as the case may be (if not the Company), shall
expressly assume, by supplemental agreement satisfactory in form to the Warrant
Agent and executed and delivered to the Warrant Agent, the due and punctual
performance and observance of each and every covenant and condition of this
Agreement to be performed and observed by the Company.
SECTION 22. APPLICABLE LAW. This Agreement and each Warrant issued
hereunder shall be governed by and construed in accordance with the laws of the
State of Ohio, without giving effect to principles of conflict of laws.
SECTION 23. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement
shall be construed to give to any person or corporation other than the Company,
the Warrant Agent, and the Holders any legal or equitable right, remedy or claim
under this Agreement; but this Agreement shall be for the sole and exclusive
benefit of the Company, the Warrant Agent and the Holders of the Warrants.
SECTION 24. COUNTERPARTS. This Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
SECTION 25. CAPTIONS. The captions of the Sections of this Agreement
have been inserted for convenience only and shall have no substantive effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, all as of the day and year first above written.
JACOR COMMUNICATIONS, INC.,
by /s/ Xxxx X. Xxxxxxx
-----------------------
Title: Senior Vice President
Attest:
/s/ Xxx X. Xxxxx
------------------
Assistant Secretary
KEYCORP SHAREHOLDER SERVICES, INC.,
by /s/ Xxxxxxx X. Xxxx
----------------------
Title: Vice President
Attest:
/s/ B. Xxxxxxx Xxxx
---------------------
Corporate Trust Officer
EXHIBIT A TO THE WARRANT AGREEMENT
VOID AFTER 5:00 P.M. EASTERN TIME, FEBRUARY 27, 2002
No.
[ ] Warrants
JACOR COMMUNICATIONS, INC.
COMMON STOCK PURCHASE WARRANTS
This certifies that, for value received, or
registered assigns (the "Holder"), is entitled to purchase from Jacor
Communications, Inc., a Delaware corporation (the "Company"), at any time, at
the purchase price of $40.00 per share (the "Warrant Price"), the number of
shares of Common Stock, $0.01 par value per share, of the Company ("Common
Stock"), equal to the number of Warrants shown above multiplied by the
fraction [ ] (the "Fraction"). The Fraction, the number of shares purchasable
upon exercise of the Warrants and the Warrant Price are subject to adjustment
from time to time as set forth in the Warrant Agreement referred to below.
Warrants may be exercised in whole or in part by presentation of this
Warrant Certificate with the Purchase Form on the reverse side hereof duly
executed, which signature shall be guaranteed by a firm which is a member of a
registered national securities exchange or the National Association of
Securities Dealers, Inc. or by a commercial bank or trust company having an
office or correspondent in the United States which is a participant in an
approved Signature Guarantee Medallion Program, and simultaneous payment of the
Warrant Price at the principal office of KeyCorp Shareholder Services, Inc.,
(the "Warrant Agent") in the City of Cleveland. Payment of such price shall be
made at the option of the Holder hereof in cash or by certified or bank
cashier's check drawn upon a bank chartered by the government of the United
States or any state thereof.
The Company shall have the right to redeem any or all of the Warrants
at a price per Warrant equal to $12.00 multiplied by the Fraction, as adjusted
from time to time as set forth in the Warrant Agreement, on or after three years
after the Effective Time as defined in the Warrant Agreement.
This Warrant Certificate is issued under and in accordance with a
Warrant Agreement dated as of , 1997, between the Company and the
Warrant Agent and is
subject to the terms and provisions contained in the Warrant Agreement, to all
of which the Holder of this Warrant Certificate by acceptance hereof consents.
A copy of the Warrant Agreement may be obtained by the Holder hereof upon
written request to the Company.
Upon any partial exercise of the Warrants evidenced by this Warrant
Certificate, there shall be countersigned and issued to the Holder hereof a new
Warrant Certificate for the shares of Common Stock as to which the Warrants
evidenced by this Warrant Certificate shall not have been exercised. This
Warrant Certificate may be exchanged at the office of the Warrant Agent by
surrender of this Warrant Certificate properly endorsed either separately or in
combination with one or more other Warrant Certificates for one or more new
Warrant Certificates evidencing the right of the Holder thereof to purchase the
same aggregate number of shares as were purchasable on exercise of the Warrants
evidenced by the Warrant Certificate or Certificates exchanged. No fractional
shares will be issued upon the exercise of any Warrant, but the Company will pay
the cash value thereof determined as provided in the Warrant Agreement. This
Warrant Certificate is transferable at the office of the Warrant Agent in the
manner and subject to the limitations set forth in the Warrant Agreement.
The Holder hereof may be treated by the Company, the Warrant Agent,
and all other persons dealing with this Warrant Certificate as the absolute
owner hereof for any purpose and as the person entitled to exercise the rights
represented hereby, or to the transfer hereof on the books of the Company any
notice to the contrary notwithstanding, and until such transfer on such books,
the Company may treat the Holder thereof as the owner for all purposes.
Neither the Warrants nor this Warrant Certificate entitle any Holder
hereof to any of the rights of a stockholder of the Company.
This Warrant Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Warrant Agent.
DATED:
JACOR COMMUNICATIONS, INC.,
by
---------------------
Title:
Attest:
------------------
Secretary
COUNTERSIGNED:
KEYCORP SHAREHOLDER SERVICES, INC.,
as Warrant Agent
by
---------------------------
Authorized Signature
JACOR COMMUNICATIONS, INC.
PURCHASE FORM
(To be executed upon exercise of Warrant)
Warrant Agent:
The undersigned hereby irrevocably elects to exercise the right to
purchase ______________ shares of Common Stock evidenced by the within Warrant
Certificate, according to the terms and conditions thereof, and herewith makes
payment of the purchase price n full by tendering cash or certified or bank
cashier's check drawn upon a bank chartered by the government of the United
States or any state thereof in the aggregate amount of $_____________. The
undersigned requests that certificates for such shares of Common Stock shall be
issued in the name of
----------------------------------------------------------------------------
(Please print Name, Address and Social Security No.)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
and, if said number of shares shall not be all the shares purchasable
thereunder, that a New Warrant Certificate for the balance remaining of the
shares purchasable under the within Warrant Certificate be issued in the name of
the undersigned Warrantholder or his Assignee as below indicated and delivered
to the address stated below.
Dated: _______________________, ________
Name of Warrantholder or Assignee:__________________________________________
(Please Print)
Address:
----------------------------------------------------------------------
----------------------------------------------------------------------
Signature:
--------------------------------------------
Signature Guaranteed: (The above signature must correspond with the
name as written upon the face of this Warrant
Certificate in every particular, without
alteration or enlargement or any change
whatever, unless this Warrant Certificate has
been assigned.)
ASSIGNMENT
(To be signed only upon assignment of Warrant Certificate)
FOR VALUED RECEIVED, the undersigned hereby sells, assigns and
transfers unto
----------------------------------------------------------------
------------------------------------------------------------------------------
(Name and Address of Assignee Must be Printer or Typewritten)
the within Warrant Certificate, irrevocably constituting and appointing
___________________________________________, Attorney to transfer said Warrant
Certificate on the books of the Company, with full power of substitution in the
premises.
DATED:
Signature Guaranteed: Signature:
-----------------------------------------
(The above signature must correspond with the
name as written on the face of this Warrant
Certificate in every particular, without
alteration or enlargement or any change
whatever.)
