053525
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[LOGO] CELERITY SOLUTIONS
No. CSW REDEEMABLE SERIES A WARRANT
(Incorporated Under the Laws of the State of Delaware)
REDEEMABLE SERIES A WARRANT TO PURCHASE
______ SHARES OF COMMON STOCK
VOID AFTER 5:00 P.M. EASTERN STANDARD TIME ON MARCH 31, 1998
CUSIP 15100P 11 9
FOR VALUE RECEIVED, Celerity Solutions, Inc. (the "Company"), a Delaware
corporation, hereby certifies that
, the registered holder hereof, or registered assignee (the "Holder") is
entitled, subject to the terms and conditions hereinafter set forth, to purchase
from the Company, at any time on or after April 1, 1993, and on or before 5:00
p.m., Eastern Standard Time on March 31, 1998, the above mentioned share(s) of
fully paid and non-assessable Common Stock, $.10 par value of the Company (the
"Common Stock") indicated above by surrendering this Warrant Certificate with
the purchase form hereof duly executed on any business day at the principal
office of American Stock Transfer & Trust Company, 00 Xxxx Xxxxxx, Xxx Xxxx, XX
00000 or its successor, as Warrant Agent (the "Warrant Agent") and upon payment
therefor of the purchase price in lawful money of the United States of America
to the order of the Warrant Agent of $6.25 per whole share (the "Warrant
Price").
This Warrant Certificate is issued under and in accordance with the Warrant
Agreement dated as of April 1, 1992, between the Company and the Warrant Agent
and is subject to the terms and provisions contained in said Warrant Agreement,
to all of which terms and provisions the Holder of this Warrant Certificate
consents to by acceptance hereof. Copies of said Warrant Agreement are on file
at the principal office of the Warrant Agent, American Stock Transfer & Trust
Company, 00 Xxxx Xxxxxx, Xxx Xxxx, XX 00000.
This Warrant Certificate, with or without other Warrant Certificates, upon
surrender at the principal office of the Warrant Agent, may be exchanged for
another Warrant Certificate or Certificates entitling the Holder to purchase a
like number of whole shares of Common Stock as the Warrant Certificate or
Warrant Certificates surrendered entitled the Holder to purchase. Upon any
partial exercise of this Warrant Certificate, there shall be issued to the
Holder a new Warrant Certificate in respect to the number of shares and Warrants
as to which this Warrant Certificate was not exercised.
The Company shall not be required to issue fractions of shares on the
exercise of Warrants but shall pay cash equal to the fair market value thereof
as determined by the Board of Directors in respect to such fractions of Common
Shares.
No Holder of this Warrant Certificate shall be entitled to vote or receive
dividends or be deemed the holder of Common Stock or any other securities of the
Company which may at any time be issuable upon exercise hereof for any purpose,
nor shall anything contained in the Warrant Agreement or herein be construed to
confer upon the Holder hereof, as such, any of the rights of a stockholder of
the Company or any right to vote for the election of directors or upon any
matter submitted to stockholders at any meeting thereof, or to give or withhold
consent to any corporate action (whether upon any recapitalization, issue of
stock, reclassification of stock, change of par value or change of stock to no
par value, consolidation, merger, conveyance or otherwise) or to receive notice
of meetings or subscription rights or otherwise, until the Warrants evidenced by
this Warrant Certificate shall have been exercised and the Common Stock
purchasable upon exercise thereof shall become deliverable as provided in the
Warrant Agreement.
Every Holder of this Warrant Certificate, by accepting the same, consents
and agrees with the Company, the Warrant Agent and with every other Holder of a
Warrant Certificate that:
(a) This Warrant Certificate is transferable only by the registered
Holder hereof in person or by attorney duly authorized in writing and only
at the principal office of the Warrant Agent duly endorsed, or accompanied
by a proper instrument of transfer satisfactory to the Warrant Agent and
the Company in their sole discretion; and
(b) The Company and the Warrant Agent may deem and treat the person in
whose name this Warrant Certificate is registered as the absolute owner for
all purposes whatsoever, and neither the Company nor the Warrant Agent
shall be affected by any notice to the contrary.
This Warrant Certificate shall not be valid or obligatory for any purpose
until it shall have been countersigned by the Warrant Agent.
Commencing July 1, 1993 (fifteen (15) months from the Effective Date of the
Registration Statement) in the event that the Market Price as defined in the
Warrant Agreement for the Company's Common Stock exceeds the Warrant exercise
price by 10%, adjusted as provided in Section 12 of the Warrant Agreement, for a
period of twenty consecutive business days, the Company shall have the option to
redeem the Warrants on an all or none basis at a redemption price of $.01 per
Warrant, upon 30 days written notice. The Warrants may be exercised anytime
prior to the expiration of the 30-day redemption notice period. Thereafter the
Warrants are subject to redemption.
WITNESS the facsimile seal of the Company and the facsimile signatures of
its duly authorized officers.
Dated:
CELERITY SOLUTIONS, INC.
Attest: By:
By:
/s/ XXXXXX XXXXXX /s/ ILLEGIBLE
Chief Financial Officer Chief Executive Officer
Countersigned:
AMERICAN STOCK TRANSFER & TRUST COMPANY
(New York, NY)
Warrant Agent
By
Authorized Signature
[SEAL OF CELERITY SOLUTIONS, INC.]
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SUMMARY OF TERMS OF WARRANT CERTIFICATES
1. WARRANT AGREEMENT. This Warrant Certificate is issued under and in
accordance with the Warrant Agreement, dated as of April 1, 1992, between the
Company and Warrant Agent and is subject to the terms and provisions contained
in said Warrant Agreement, to all of which terms and provisions the Holder of
this Warrant Certificate consents by acceptance hereof. Copies of said Warrant
Agreement are on file at the office of the Warrant Agent, American Stock
Transfer & Trust Company, 00 Xxxx Xxxxxx, Xxx Xxxx, XX 00000.
2. EXERCISE OF WARRANT. Upon surrender of this Warrant Certificate, with
the Warrant Exercise Form duly executed, together with the full purchase price
payable to the order of the Warrant Agent for each Share of Common Stock of the
Company as to which this Warrant Certificate is exercised, together with the
amount of any applicable taxes, the Holder hereof shall be entitled to receive a
certificate or certificates for the number of fully paid and non-assessable full
shares of Common Stock purchased pursuant to this Warrant Certificate,
registered in such name or names as may be directed by the Holder, and there
shall be delivered to the Holder a new Warrant Certificate or Certificates
representing the unexercised portion of this Warrant Certificate. Each person in
whose name any certificates for shares of Common Stock is issued shall, for all
purposes, be deemed to have become the holder of record of such shares on the
date on which the Warrant Certificate was surrendered and any payment of the
purchase price and of any applicable taxes was made, irrespective of the date of
delivery of such certificates, except that, if the date of such surrender and
payment is a date when the stock transfer books of the Company are closed, such
person shall be deemed to have become the holder of such shares at the close of
business of the next succeeding date on which the stock transfer books are open
as further elaborated in the Warrant Agreement.
3. ADJUSTMENTS OR NUMBER OF SHARES PURCHASABLE. Subject to the provisions
of Section 5 hereof:
(a) The Warrant Exercise Price and Redemption Price shall be subject to
adjustment as follows:
(i) If the Company shall prior to the exercise of this Warrant
Certificate, issue any Additional Stock (as hereinafter defined in
subsection 3(a)(ix) without consideration or for a consideration per share
less than the Warrant Price in effect immediately prior to the issuance of
such Additional Stock, then the Warrant Price in effect immediately prior
to the issuance of such Additional Stock shall immediately (except as
provided in subsection 3(a)(ix) be reduced to the price (computed to the
nearest cent) determined by dividing (A) an amount equal to the sum of (i)
the product obtained by multiplying the Warrant Price in effect immediately
prior to the issuance of such Additional Stock by the number of shares of
Common Stock outstanding immediately prior to the issuance of such
Additional Stock and (ii) the aggregate consideration received by the
Company for such Additional Stock, by (B) an amount equal to the sum of (i)
the number of shares of Common Stock outstanding immediately prior to the
issuance of such Additional Stock and (ii) the number of shares of such
Additional Stock.
(ii) For the purpose of any adjustment of the Warrant Price pursuant
to this Section 3, the following provisions shall be applicable.
(A) If the Company shall, prior to the exercise of this Warrant
Certificate, issue any Additional Stock for cash, the consideration
received by the Company therefor shall be deemed to be the amount of
cash received by the Company for such Additional Stock before
deducting therefrom the amount of any commission, discount or other
expenses which may have been paid or incurred by the Company for any
underwriting of, or otherwise in connection with the issuance or sale
of, such Additional Stock.
(B) If the Company shall, prior to the exercise of this Warrant
Certificate, issue Additional Stock as a dividend upon Common Stock or
in payment of a dividend thereon, the Company shall be deemed to have
issued such Additional Stock without consideration, and such
Additional Stock shall be deemed to have been issued and to be
outstanding at the close of business on the record date for the
determination of stockholders entitled to receive the same.
(C) If the Company shall, prior to the exercise of this Warrant
Certificate, issue Additional Stock in payment or satisfaction of any
dividend on any class of stock of the Company other than Common Stock,
the amount of the consideration received by the Company for such
Additional Shares shall be deemed to be the amount of the obligation
in respect of dividends that shall be discharged by the issuance of
such Additional Stock.
(D) If the Company shall, prior to the exercise of this Warrant
Certificate, issue Additional Stock in exchange for outstanding shares
of stock of any other class, or for other securities, of the Company,
the amount of the consideration received by the Company for such
Additional Stock shall be deemed to be the Market Price (as
hereinafter defined in subsection 3(a)(x) for the shares of Additional
Stock so issued, determined as of the date upon which the issuance of
such Additional Stock shall have been authorized.
(E) If the Company shall, prior to the exercise of this Warrant
Certificate, issue (otherwise than as a dividend or other distribution
on any stock of the Company or upon conversion or exchange of other
securities of the Company) Additional Stock for a consideration part
or all of which shall be other than cash, the amount of the
consideration therefor other than cash shall be deemed to be the value
of such consideration as determined by a resolution of the Board of
Directors of the Company irrespective of the accounting treatment
thereof. The reclassification of securities other than Common Stock
into securities including Common Stock into securities including
Common Stock shall be deemed to involve the issuance for a
consideration other than cash of such Common Stock immediately prior
to the close of business on the date fixed for the determination of
Shareholders entitled to receive such Common Stock.
(F) If the Company shall, prior to the exercise of this Warrant
Certificate, issue Additional Stock upon the conversion of any
obligations of the Company that shall be convertible into Common
Stock, the amount of the consideration received by the Company for
such Additional Stock shall be deemed to be the principal amount of
such obligations so converted into such Additional Stock plus the
amount of cash, if any, required to be paid to the Company in
connection with the conversion of such obligations other than by way
of adjustment of interest and dividends.
(G) If the Company shall, prior to the exercise of this Warrant
Certificate, issue Additional Stock upon the conversion of any
obligations of the Company that shall be convertible into Common
Stock, the amount of the consideration received by the Company for
such Additional Stock shall be deemed to be the amount of the
consideration received by the Company for the obligations so converted
plus the amount of cash, if any, required to be paid to the Company in
connection with the conversion of such obligations other than by way
of adjustment of dividends. For purpose of this subsection, the amount
of the consideration received by the Company for the obligations so
converted shall be computed in like manner to that provided in
subsections (A), (B), (C), (D) and (E) above, as appropriate.
(H) In the case of the issuance of Additional Stock upon exercise
of any rights or options to subscribe for or to purchase Additional
Stock, prior to the exercise of this Warrant Certificate, the amount
of the consideration received by the Company for such Additional Stock
shall be deemed to be the amount of consideration received by the
Company for the rights or options so exercised plus the amount of
consideration, if any, required to be paid to the Company in
connection with the exercise of such rights or options.
(I) Neither the purchase or other acquisition by the Company of
any Common Stock shall effect any adjustment of the Warrant Price or
be taken into account in computing any subsequent adjustment of the
Warrant Price. Shares of Common Stock at any time held in the treasury
of the Company shall not be deemed to be outstanding at that time for
the purpose hereof.
(iii) In case the Company shall prior to the exercise of this Warrant
Certificate subdivide or combine its outstanding shares of Common Stock, by
reclassification or otherwise, the Warrant Price then in effect shall be
proportionately decreased or increased, as the case may be, effective
immediately after the effective date of such subdivision or combination.
(iv) If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with
another corporation, or sale of all or substantially all of its assets to
another corporation shall be effected prior to the exercise of this Warrant
Certificate, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale, lawful and adequate provision shall be made
whereby the holder of each Warrant shall thereafter have the right to
purchase and receive upon the basis and upon the terms and conditions
specified in the Warrant Agreement and in lieu of the shares of the Common
Stock of the Company immediately theretofore purchasable and receivable
upon the exercise of the rights represented by such Warrant, such shares of
stock, securities or assets as may be issued or payable with respect to or
in exchange for a number of shares of such Common Stock immediately
theretofore purchasable and receivable upon the exercise of the rights
represented by such Warrant, such shares of stock, securities or assets as
may be issued or payable with respect to or in exchange for a number of
shares of such Common Stock immediately theretofore purchasable and
receivable upon the exercise of such rights represented by such Warrant had
such reorganization, reclassification, consolidation, merger or sale not
taken place, and in any such case appropriate provisions shall be made with
respect to the rights and interest of the holders of the Warrants to the
end that the provisions of this Agreement (including, without limitation,
provisions for adjustment of the Warrant Price and of the number of shares
issuable upon the exercise of Warrants) shall thereafter be applicable as
nearly as may be in relation to any shares of stock, securities, or assets
thereafter deliverable upon exercise of Warrants. The Company shall not
effect any such consolidation, merger or sale, unless prior to or
simultaneously with the consummation thereof, the successor corporation (if
other than the Company) resulting from such consolidation or merger or the
corporation purchasing such assets shall assume, by written instrument
executed and delivered to the Warrant Agent, the obligation to deliver to
the holder of each Warrant such shares of stock, securities or assets as,
in accordance with the foregoing provisions, such holders may be entitled
to purchase.
(v) If, prior to the exercise of this Warrant Certificate, any
Additional Stock or Convertible Securities (as defined in subsection
3(a)(vi)(A) shall be issued in connection with any merger or consolidation
in which the Company is the surviving corporation (other than any
consolidation or merger in which the previously outstanding shares of
Common Stock of the Company shall be changed into or exchanged for the
stock or other securities of another corporation) the amount of
consideration therefor shall be deemed to be the fair value as determined
reasonably and in good faith by the Board of Directors of the Company of
such portion of the assets and business of the non-surviving corporation as
such Board may determine to be attributable to such shares of Common Stock
or Convertible Securities, as the case may be.
(vi) If the Company shall, prior to the exercise of the Warrant
Certificate, in any manner (whether directly or by assumption in a merger
or otherwise):
(A) grant any rights or options to subscribe for or to purchase
Additional Stock or any stock or securities convertible into or
exchangeable for Additional Stock (such convertible or exchangeable
stock or securities being herein called "Convertible Securities")
whether or not such rights or options or the right to convert or
exchange any such COnvertible Securities are immediately exercisable,
and the price per share for which Additional Stock is issuable upon
the exercise of such rights or options or upon conversion or exchange
of such Convertible Securities (determined by dividing (i) the total
amount, if any, received or receivable by the Company as consideration
for the granting of such rights or options, plus the minimum aggregate
amount of additional consideration payable to the Company upon the
exercise of all such rights or options, plus, in the case of such
rights or options which relate to Convertible Securities, the minimum
aggregate amount of additional consideration, if any, payable upon the
issue or sale of such Convertible Securities and upon the conversion
or exchange thereof, by (ii) the total maximum number of shares of
Additional Stock issuable upon the exercise of such rights or options
or upon the conversion or exchange of all such Convertible Securities
issuable upon the exercise of such rights or options) shall be less
than the Warrant price in effect immediately prior to the time of the
granting of such rights or options, then the total maximum number of
shares of Additional Stock issuable upon the exercise of such rights
or options or upon conversion or exchange of the total minimum amount
of such Convertible Securities issuable upon the exercise of such
rights or options shall (as of the date of granting of such rights or
options) be deemed to be outstanding and to have been issued for such
price per share. Except as otherwise provided in subsection
3(a)(viii), no adjustment of the Warrant Price shall be made upon the
actual issue of Additional Stock or of Convertible Securities upon
exercise of any rights or options to subscribe for or to purchase
Additional Stock or Convertible Securities or upon the actual issue of
Additional Stock upon conversion or exchange of any Convertible
Securities; or
(B) sell any Covertible Securities, whether or not the rights to
exchange or convert thereunder are immediately exercisable, and the
price per share for which Additional Stock is issuable upon such
conversion or exchange (determined by dividing (i) the total amount
received or receivable by the Company as consideration for the issue
or sale of such Convertible Securities, plus the minimum aggregate
amount of additional consideration, if any, payable to the Company
upon the conversion or exchange thereof, by (ii) the total maximum
number of shares of Additional Stock issuable upon the conversion or
exchange of all such Convertible Securities) shall be less than the
Warrant Price in effect immediately prior to the time of such issue
or sale, then the total maximum number of shares of Additional Stock
issuable upon conversion or exchange of all such Convertible
Securities shall (as of the date of the issue of such Convertible
Securities) be deemed to be outstanding and to have been issued for
such price per share, provided that if any such issue or sale of such
Convertible Securities is made upon exercise of any rights to
subscribe for or to purchase or any option to purchase any such
Convertible Securities for which adjustments of the Warrant Price have
been or are to be made pursuant to other provisions of this subsection
3(a), no further adjustment of the Warrant Price shall be made by
reason of such issue or sale. Except as otherwise provided in
subsection 3(a)(vii), no adjustment of the Warrant Price shall be made
upon the actual issue of Additional Stock upon conversion or exchange
of Convertible Securities.
(vii) Upon the happening of any of the following events, namely, if,
prior to the exercise of this Warrant Certificate, (A) the purchase price
provided for in any right or option granted by the Company to subscribe for
or to purchase Additional Stock or Convertible Securities, (B) the
additional consideration, if any, payable upon the conversion or exhcange
of any Convertible Securities or (C) the rate at which any Convertible
Securities are convertible into or exchangeable for Additional Stock shall
change in any manner and at any time (other than under or by reason of
provisions designed to protect against dilution), the Warrant Price in
effect at the time of such event shall forthwith be adjusted or readjusted
to the Warrant Price which would have been in effect at such time had such
rights, options or Convertible Securities still outstanding provided for
such changed purchase price, additional consideration or rate of conversion
or exchange, as the case may be, at the time initially granted, issued or
sold. On the expiration of any option or right granted by the Company to
subscribe for or to purchase Additional Stock or Convertible Securities or
the termination of any right to convert or exchange such Convertible
Securities, the Warrant Price then in effect hereunder shall forthwith be
adjusted to the Warrant Price which would have been in effect at the time
of such expiration or termination had such right, option or Convertible
Securities, to the extent outstanding immediately prior to such expiration
or termination, never been issued, and the Additional Stock issuable
thereunder shall no longer be deemed to be outstanding. If the purchase
price provided for in any such right or option to subscribe for or to
purchase Additional Stock or the rate at which any such Convertible
Securities are convertible into or exchangeable for Additional Stock or the
additional consideration payable upon the exchange or conversion of such
Convertible Securities into Additional Stock shall be reduced at any time
under or by reason or provisions with respect thereto designed to protect
against dilution, then in case of the delivery of Additional Stock upon the
exercise of any such right or option or upon conversion or exchange of any
such Convertible Securities, the Warrant Price then in effect hereunder
shall forthwith be adjusted to such respective amount as would have been
obtained had such right, option or Convertible Securities never been issued
as to such Additional Stock, and the Additional Stock or upon conversion or
exchange of Convertible Securities at the price paid therefor, but only if
as a result of such adjustment the Warrant Price then in effect hereunder
is thereby reduced.
(viii) Anything is this Section 3 to the contrary notwithstanding,
the Company shall not be required, except as hereinafter provided, to make
any adjustment of the Warrant Price in any case in which the amount by
which such Warrant Price would be reduced in accordance with the foregoing
provisions would be less than $.10, but in such case any adjustment that
would otherwise be required than to be made will be carried forward and
made at the time and togehter with the next subsequent adjustment which,
together with any and all such adjustments so carried forward, shall amount
to not less than $.10. In the event of any subdivision or combination of
shares of Common Stock said amount (as theretofore decresed or increased)
shall be proportionately decreased or increased.
(ix) "Additional Stock" shall mean any Common Stock issued after the
date hereof, other than:
(A) Common Stock issued upon exercise of Warrants;
(B) Common Stock issued upon exercise of warrants or options
granted or identified to be granted by the Company (including all
stock option plans) on or prior to the date hereof;
(x) "Market Price" shall mean the average of the closing bid price of
the Common Stock on all domestic exchanges on which the Common Stock may at
the time be listed or admitted to trading, or, if the Common Stock shall
not be so listed or admitted to trading, the average of the closing bid
price at the end of the day in the domestic over-the-counter market, in
each such case averaged over a period of 20 consecutive business days prior
to the date as of which Market Price is being determined; provided that if
the Common Stock is listed on any domestic exchange, the term "business
days" as used in this sentence shall mean business days on which such
exchange is open for trading. If the Common Stock is neither listed or
admitted to trading on any domestic exchange nor quoted in the domestic
over-the-counter market, the Market Price shall mean the average of the
closing bid price as furnished by any dealer in securities dealing in the
Common Stock.
(b) Upon each adjustment of the Warrent Price pursuant to subsection 3(a)
hereof, the number of shares of Common Stock specified in each Warrant
Certificate shall thereupon evidence the right to purchase that number of shares
of Common Stock (calculated to the nearest hundredth of a share of Common Stock)
obtained by multiplying the Warrant Price in effect immediately prior to such
adjustment by the number of shares of Common Stock purchasable immediately prior
to such adjustment upon exercise of such Warrant and dividing the product so
obtained by the Warrant Price in effect after such adjustment.
(c) Irrespective of any adjustments of the Warrants Price or the number or
kind of securities issuable upon exercise of Warrants, Warrant Certificates
theretofore or thereafter issued may continue to express the same Warrant Price
and number of shares of Common Stock as are stated in similar Warrant
Certificates previously issued.
(d) The Company may retain the independent public accounting firm regularly
retained by the Company, or another firm of independent public accountants
selected by the Company's Board of Directors and approved by the Warrant Agent,
to make any computation required under this Section 3, and a certificate signed
by such firm shall be conclusive evidence of any computation made under this
Section 3.
(e) Whenever there is an adjustment in the Warrant Price or in the number
or kind of securities issuable upon exercise of the Warrants, or both, as
provided in this Section 3, the Company shall promptly file with the Warrant
Agent (i) a certificate signed by the Chairman of the Board or the President or
a Vice President of the Company and by the Treasurer or an Assistant Treasurer
or the Secretary or an Assistant Secretary of the Company, showing in detail the
facts requiring such adjustment and the number and kind of securities issuable
upon exercise of each Warrant after such adjustment; and (ii) a notice stating
that such adjustment has been effected and stating the Warrant Price then in
effect and the number and kind of securities issuable upon exercise of each
Warrant. The Warrant Agent shall cause such notice to be sent to each registered
holder of a Warrant. The Warrant Agent shall have no duty with respect to any
certificate filed with it except to keep the same on file and available for
inspection by holders of Warrants during reasonable business hours. The Warrant
Agent shall not be under any duty or responsibility to any holder of a Warrant
to determine whether any facts exist which may require any adjustment of the
Warrant Price or the number or kind of securities issuable upon the exercise of
Warrants, or with respect to the nature or extent of any such adjustment when
made, or with respect to the method employed in making any such adjustment.
(f) The Warrant Price and the number of shares issuable upon exercise of a
Warrant shall not be adjusted except in the manner and only upon the occurrence
of the events heretofore specifically referred to in this Section 3.
4. NOTICE TO WARRANT HOLDERS OF CERTAIN EVENTS. If, at any time prior to
the exercise of this Warrant Certificate, any of the following events shall
occur:
(a) the Company shall pay any dividends payable in stock upon its Common
Stock or make any distribution (other than regular cash dividends) including any
distributions of assets as a liquidating or partial liquidating dividend to the
holders of its Common Stock;
(b) the Company shall offer for subscription pro rata to the holders of its
Common Stock any additional shares of stock of any class or other rights;
(c) there shall be any capital reorganization or any stock split, stock
distribution, combination or reclassification of the capital stock of the
Corporation, or any consolidation or merger of the Corporation with, or sale of
all or substantially all of its assets to, another corporation; or
(d) there shall be a voluntary or involuntary dissolution, liquidation or
winding-up of the Company;
then in any one or more of said events, the Company shall give notice of such
event by registered mail to the last registered Holder hereof as the name and
address of such Holder shall appear on the books of the Company maintained by
the Warrant Agent, at least thirty (30) days prior to the date on which (i) the
books of the Company shall close, or a record date be fixed for the
determination of holders of Common Shares entitled to such dividend or
distribution or (ii) such reclassification, reorganization, consolidation,
merger or transfer shall be consummated, as the case may be. Such notices shall
specify the record date for the determination of the holders of Common Stcok
entitled to participate in such dividend or distribution or entitled to exchange
their shares of Common Stock for securities, or other property, deliverable upon
such reclassification, reoganization, consolidated, merger or transfer, as the
case my be, but the giving of such notice shall in no event abridge or limit the
rights of the Holder of this Warrant Certificate as provided in Section 4(a)
hereof.
5. WARRANT HOLDER HAS NO RIGHTS AS STOCKHOLDER. The Holder of this Warrant
Certicate shall not, by reason of the ownership or possession of the Warrant,
have any rights whatsoever as a stockholder of the Company or any rights
whatsoever except the rights stated in the Warrant Agreement and in this Warrant
Certificate.
In the Warrant Agreement and in this Warrant Certificate.
No provisions of this Warrant Certificate and no right or option granted or
conferred hereunder shall in any way limit, affect or abridge the exercise by
the Company of any of its corporate rights or powers to recapitalize, amend its
Articles of Incorporation, reorganize, consolidate, or merge within or into
another corporation, or to transfer all or any part of its property or assets,
or the exercise of any other of the corporate rights and powers of the Company.
6. RESERVATION OF SHARES. The Company shall at all times reserve and keep
available, out of its authorized and unissued shares of Common Stock, solely for
the purpose of providing for the exercise of the Warrants then outstanding and
in effect, such number of shares of Common Stock (or other stock substituted
therefor as hereinabove provided) as shall, from time to time, be sufficient for
such exercise of Warrants. The Company shall, from time to time, in accordance
with the laws of the State of Delaware, increase the authorized amounts of its
capital shares if at any time the number of shares of Common Stock (or other
shares substituted therefor as hereinabove provided) remaining unissued and
unreserved for other purposes, shall not be sufficient to permit the exercise of
all Warrants then outstanding and in effect. The Company shall at all times
cause to authorize and have available any other securities or property
deliverable upon the exercise of Warrants.
7. NOTICES. All notices required hereunder shall be in writing and shall be
deemed given when telegraphed, delivered peronally or within two (2) days after
mailing when mailed by certified or registered mail, return receipt requested:
if to the Holder, at the address of such Holder as shown on the registry books
maintained by the Warrant Agent; and (b) if to the Company, at 000 Xxxxx Xxxxxx,
Xxxxx 000, Xxxxxxx, XX 00000 or at such other address of which the Company or
Holder has been advised by notice hereunder.
8. APPLICABLE LAW. The Warrant is issued under and shall for all purposes
be goverened by and construed in accordance with the laws of the State of
Delaware with regard to principles of conflicts of laws.
WARRANT EXERCISE FORM
To be Executed by the Registered Holder
In Order to Exercise Warrants
The undersigned Registered Holder hereby irrevocably elects to exercise
_____ Warrants represented by this Warrant Certificate, and to purchase the
securities issuable upon the exercise of such Warrants, and requests that
certificates for such securities shall be issued in the name of:
________________________________________________________________________________
(Name)
________________________________________________________________________________
(Address)
________________________________________________________________________________
(Please Insert Social Security or Other Identifying Number)
and be delivered to:
________________________________________________________________________________
(Name)
at______________________________________________________________________________
(Address)
and if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate or the balance of such
Warrants be registered in the name of, and delivered to, the Registered Holder
at the address stated below.
(The undersigned represents that the exercise of the within Warrant was
solicited by a member of the National Association of Securities Dealers, Inc. If
not solicited by a NASD member, please write "unsolicited" in the space below.
Unless otherwise indicated by listing the name of another NASD member firm, it
will be assumed that the exercise was solicited by
________________________________________________________________________________
_______________________________________________________
(Name of NASD Member if other than ____________________
Date:______________ _______________________________________________________
Signature
_______________________________________________________
_______________________________________________________
Address
_______________________________________________________
Taxpayer Identification No.
_______________________________________________________
Signature Guaranteed
ASSIGNMENT
To be Executed by the Registered Holder
In Order to Assign Warrants
FOR VALUE RECEIVED, _______________________________________________________
________________________________________________________________________________
(Name)
________________________________________________________________________________
(Address)
________________________________________________________________________________
(Please Insert Social Security or Other Identifying Number)
of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitutes and appoints
_______________________________________________________________________ Attorney
to transfer this Warrant Certificate on the books of the Company, with full
power of substitution.
Date:______________ _______________________________________________________
Signature Guaranteed
_______________________________________________________
The signature to the assignment or the subscription form must correspond to the
name as written upon the face of this Warrant Certificate in every particular,
without alteration or enlargement of any change whatsoever, and must be
guaranteed by a commercial bank or trust company or a member firm of the
American Stock Exchange or the National Association of Securities Dealers, Inc.
