EXHIBIT 1
WARRANT AGREEMENT
WARRANT AGREEMENT, between UNITRODE
CORPORATION, a Maryland Corporation (the "Company"), and
THE FIRST NATIONAL BANK OF BOSTON (the "Warrant Agent").
WHEREAS, the Company proposes to issue Common
Stock Subscription Warrants, as hereinafter described
(the "Warrants"), to purchase up to an aggregate of
247,883 fully paid and nonassessable shares of its Common
Stock, par value $.20 per share ("Common Stock", and the
shares of Common Stock issuable upon exercise of the
Warrants being referred to herein as the "Warrant
Shares"), each Warrant entitling the holder thereof to
purchase one share of Common Stock at an Exercise Price
(defined in Section 9 hereof) of $28.467 per Warrant,
subject to adjustment as hereinafter provided; and
WHEREAS, the Company desires the Warrant Agent
to act on behalf of the Company, and the Warrant Agent is
willing so to act, in connection with the issuance of the
Warrants and the other matters as provided herein.
NOW, THEREFORE, 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 provisions
hereinafter set forth in this Agreement, and the Warrant
Agent hereby accepts such appointment. As used herein,
the term "Warrant Agent" shall mean the Warrant Agent and
any successor appointed hereunder.
SECTION 2. Form and Countersignature of
Warrants.
2.1 Form of Warrant. The text of the Warrant,
the subscription form (the "Subscription Form"), and form
of assignment shall be substantially as set forth in
Exhibit A attached hereto. The Warrants shall be
executed on behalf of the Company by one or more
authorized officers. The signature of any such officers
on the Warrants may be made manually or by facsimile.
2.2 Countersignature of Warrants. The
Warrants shall be countersigned manually or by facsimile
by the Warrant Agent and shall not be valid for any
purpose unless so countersigned. Warrants may be
countersigned by the Warrant Agent and may be issued or
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. Warrants shall
be dated as of the date of issuance or countersignature
thereof by the Warrant Agent either upon initial issuance
or upon exchange, substitution or transfer.
SECTION 3. Issuance and Registration of Warrants.
3.1 Initial Issuance of Warrants. The Warrant
Agent shall issue the Warrants upon receipt of, and in
accordance with, a statement from an authorized
representative of the Company as contemplated by Section
15.10 hereof specifying the identity of, and number of
Warrants to be issued to, each person or entity to be
issued Warrants.
3.2 Registration. The Warrants shall be
numbered and shall be registered in a warrant register
maintained by the Warrant Agent as they are issued. The
Company and the Warrant Agent may deem and treat the
registered holder of a Warrant Certificate as the
absolute owner thereof (notwithstanding any notation of
ownership or other writing thereon made by anyone), for
the purpose of any exercise or conversion thereof and any
distribution to the holder thereof and for all other
purposes and neither the Company nor the Warrant Agent
shall be affected by any notice to the contrary. The
Company shall not be bound to recognize any equitable or
other claim to or interest in such Warrant on the part of
any other person.
SECTION 4. Transfer and Exchange of Warrants.
4.1 Transfer of Warrants. The Warrants shall
be transferable only on the books of the Warrant Agent
maintained at the office of the Warrant Agent designated
for such purpose upon delivery thereof duly endorsed by
the Holder or by his duly authorized attorney-in-fact or
representative, or accompanied by proper evidence of
succession, assignment or authority to transfer, which
endorsement shall be guaranteed by an eligible guarantor
institution which is a member of a signature guarantee
program satisfactory to the Warrant Agent (an "Eligible
Institution"). Warrants may be transferred only in
whole, so as to allow the Holder of each Warrant to
purchase one full share of Common Stock. In all cases of
transfer by an attorney-in-fact, the original power of
attorney, duly approved, or a copy thereof, duly
certified, in such form and with such other evidence of
authority as the Warrant Agent shall request, 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, in such form and with
such other evidence of authority as the Warrant Agent
shall request, and may be required to be deposited and
remain with the Warrant Agent in its discretion. Upon
any such registration of transfer, the Warrant Agent
shall countersign and deliver a new Warrant or Warrants
to the person entitled thereto.
4.2 Exchange of Warrant Certificates. Each
Warrant certificate may be exchanged upon surrender at
the office of the Warrant Agent designated for such
purpose for another certificate or certificates entitling
the Holder thereof to purchase a like aggregate number of
Warrant Shares as the certificate or certificates
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 Holder a new Warrant
certificate or certificates, as the case may be, as so
requested, in the name of such Holder. No fractional
Warrant certificates shall be issued and no new Warrant
certificate entitling the Holder thereof to purchase
fractional shares will be issued.
SECTION 5. Term of Warrants; Exercise of Warrants.
5.1 Term of Warrants. Subject to the terms of
this Agreement, each Holder shall have the right, which
may be exercised commencing at the opening of business on
August 21, 1996 until 5:00 p.m., New York time, on August
21, 1997 (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.
5.2 Exercise of Warrants. A Warrant may be
exercised upon surrender to the Warrant Agent at its
office designated for such purpose of the certificate or
certificates evidencing the Warrants to be exercised,
together with the Subscription Form duly completed 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 Exercise
Price (as defined in Section 9 hereof and subject to
adjustment in accordance with the provisions of Section
10 hereof) for the number of Warrant Shares in respect of
which such Warrants are then exercised. Payment of the
aggregate Exercise Price shall be made by certified or
official bank check.
Subject to Section 6 hereof, upon the surrender
of Warrants and payment of the Exercise Price as
aforesaid, the Warrant Agent shall cause to be issued and
delivered as soon as practicable 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. If permitted by applicable
law, 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 receipt by
the Warrant Agent of such Warrants and payment of the
Exercise Price, as aforesaid; provided, however, that if
at the date of surrender of such Warrants and payment of
such Exercise Price, the transfer books for the shares of
Common Stock purchasable upon the exercise of such
Warrants shall be closed, the certificates for the shares
in respect of which such Warrants are then exercised
shall be issuable as of the date on which such books
shall be opened, and until such date the Company shall be
under no duty to deliver any certificate for such shares
and the holder of the Warrant shall not be deemed to be
the holder of shares of Common Stock issuable upon
exercise of such Warrant until such time as such books
shall be opened; provided, further, however, that such
transfer books, unless otherwise required by law or by
applicable rule of any national securities exchange,
shall not be closed at any one time for a period longer
than twenty (20) days. The rights 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 to the Holder thereof, and the
Warrant Agent is hereby authorized to countersign and
deliver the required new Warrant certificate or
certificates pursuant to the provisions of this Section
and Section 2 hereof.
5.3 Compliance with Government Regulations.
The Company covenants that if any shares of Common Stock
required to be reserved for purposes of exercise of
Warrants require, under any federal securities law or
applicable governing rule or regulation of any national
securities exchange, registration with or approval of any
governmental authority, or listing on any such national
securities exchange before such shares may be issued upon
exercise, the Company will in good faith prior to the
issuance of such shares endeavor to cause such shares to
be duly registered, approved or listed on the relevant
national securities exchange, as the case may be;
provided, however, that in no event shall such shares of
Common Stock be issued, and the Company is hereby
authorized to suspend the exercise of all Warrants, for
the period during which such registration, approval or
listing is required but not in effect. The Company
covenants that it will use reasonable efforts to obtain
any required approvals or registration under state "blue
sky" securities laws for the issuance of the Warrant
Shares; provided, however, that Warrants may not be
exercised by, or Warrant Shares issued to, any Holder in
any state where such exercise or issuance would be
unlawful.
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 Holder of such
Warrants, and the Company shall not be required to issue
or deliver such Warrants or certificates for Warrant
Shares or proceeds unless or until the person or persons
requesting the issuance thereof shall have paid to the
Company the amount of such tax or shall have established
to the satisfaction of the Company that such tax has been
paid.
SECTION 7. Mutilated or Missing Warrants. In
case any of the certificates evidencing the Warrants
shall be mutilated, lost, stolen or destroyed, the
Company may in its discretion 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 in 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 an 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 and Cancellation of Warrants.
8.1 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 (the "Transfer Agent") 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 authorized and directed at all
times to reserve such number of authorized shares as
shall be required for such purpose. The Company will
keep a copy of this Agreement on file with the Transfer
Agent 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 authorized to
requisition from time to time from the 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 the Transfer
Agent and any such subsequent transfer agent with duly
executed stock certificates for such purposes. The
Company will furnish the Transfer Agent and any such
subsequent transfer agent a copy of all notices of
adjustments delivered by the Company to the Warrant Agent
hereunder.
8.2 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.
8.3 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 cancelled by it and retired. The Warrant
Agent shall cancel any Warrant surrendered for exchange,
substitution, transfer or exercise in whole or in part
and such cancelled Warrant Certificate shall be disposed
of by the Warrant Agent in a manner satisfactory to the
Company.
SECTION 9. Exercise Price. The price per
share at which a Warrant Share shall be purchasable upon
exercise of a Warrant (the "Exercise Price") shall be
$28.467, subject to adjustment as provided in Section 10
hereof.
SECTION 10. Adjustments. The Exercise Price
and the number and kind of securities subject to purchase
upon the exercise of each Warrant shall be subject to
adjustment from time to time upon the happening of
certain events, as hereinafter set forth.
10.1 Adjustments. (a) In the event that,
prior to the Expiration Date, the Company shall (i)
declare a dividend or make a distribution on its shares
of Common Stock payable in shares of Common Stock, (ii)
subdivide or reclassify the outstanding Common Stock into
a greater number of shares of Common Stock, or (iii)
combine or reclassify the outstanding Common Stock into a
smaller number of shares of Common Stock, the Exercise
Price in effect and number of Warrant Shares which are to
be issued upon exercise of a Warrant at the time of the
record date for such dividend or of the effective date of
such subdivision, combination or reclassification, shall
be proportionately adjusted so that the holder of any
Warrant exercised after such time shall be entitled to
receive the aggregate number of shares of Common Stock
which, if such Warrant had been exercised immediately
prior to such date, he would have owned upon such
exercise and been entitled to receive by virtue of such
dividend, distribution, subdivision, combination or
reclassification. Such adjustment shall be made
successively whenever any event listed above shall occur.
(b) In the event, prior to the Expiration
Date, of any merger or consolidation of the Company with
or into, or all of the outstanding Common Stock is
acquired by, any other person or company, the Holder of
Warrants shall receive upon such exercise of the Warrants
and payment of the Exercise Price the kind and amount of
shares of stock and other securities and property
(including cash) receivable upon such merger,
consolidation or acquisition, by a Holder of the number
of shares of Common Stock into which such Warrants so
exercised might have been exercised immediately prior to
such merger, consolidation or acquisition, subject to
adjustments which, for events subsequent to the effective
date of such merger, consolidation or acquisition, shall
be on terms as nearly equivalent as practicable to the
adjustments provided above. The above provisions shall
similarly apply to successive mergers and consolidations.
(c) The Company may make such reduction
in the Exercise Price, in addition to those required by
clauses (a) or (b) of this Section 10.1, as it considers
to be advisable in order that any event treated for
federal income tax purposes as a dividend of stock or
stock rights shall not be taxable to the recipients.
(d) Notwithstanding anything to the
contrary contained in this Section 10.1, no adjustment in
the Exercise Price shall be required unless such
adjustments would require an increase or decrease of at
least one per cent in such price; provided, however, that
any adjustments which by reason of this Section 10.1(d)
are not required to be made shall be carried forward and
taken into account in any subsequent adjustment. All
calculations under this Section 10.1 shall be made to the
nearest cent.
(e) In any case in which this Section
10.1 shall require that any adjustment in the Exercise
Price be made effective as of immediately after a record
date for a specified event, the Company may elect to
defer until the occurrence of the event the issuing to
the Holder of any Warrant exercised after that record
date of the shares of Common Stock and other capital
stock of the Company, if any, issuable upon the exercise
over and above the shares of Common Stock and other
capital stock of the Company, if any, issuable upon the
exercise on the basis of the Exercise Price in effect
prior to such adjustment; provided, however, that the
Company shall deliver to the Holder a due xxxx or other
appropriate instrument evidencing the Holder's right to
receive such additional shares upon the occurrence of the
event requiring such adjustment.
(f) Notwithstanding anything to the
contrary contained in this Section 10.1, no adjustment to
the Exercise Price or other terms of the Warrants need be
made if Holders are to participate in any transaction on
a basis, and with notice, that the Board of Directors of
the Company determines to be fair and appropriate in
light of the basis and notice on which holders of Common
Stock participate in the transaction.
10.2 Notice of Adjustment. Whenever the
Exercise Price is adjusted, as herein provided, the
Company shall cause the Warrant Agent promptly to give
notice to the Holders as provided in Section 18 hereof of
such adjustment or adjustments and shall deliver to the
Warrant Agent a certificate setting forth the Exercise
Price 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 such certificate 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 normal 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 Exercise Price or other
stock or property purchasable on the 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.
10.3 Statement on Warrants. Irrespective of
any adjustments in the Exercise Price or the number or
kind of shares or other property purchasable upon the
exercise of the Warrants or other amendments to or
corrections of this Agreement, 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. No Fractional Interests. No
Warrant entitling the Holder to purchase fractional
interests in Warrant Shares and no fractional Warrant
Shares, or cash or other consideration in lieu thereof,
will be issued.
SECTION 12. No Rights as Stockholders; Notice
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 during which the
Warrants are exercisable and prior to their exercise, any
of the following events shall occur:
(a) the Company shall declare any
dividend or distribution payable in any securities (other
than any dividend or distribution of securities pursuant
to the Rights Agreement dated as of May 2, 1990, as
thereafter amended, between the Company and The First
National Bank of Boston, as Rights Agent, or pursuant to
any similar agreement) to all holders of its shares of
Common Stock; or
(b) a dissolution, liquidation or winding
up of the Company shall be proposed;
then in any one or more of said events, the Company shall
give notice in writing of such event to the Warrant Agent
and the Warrant Agent shall give notice to the Holders as
provided in Section 18 hereof, such giving of notice to
the Warrant Agent to be completed at least 10 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 or distribution or
for the determination of stockholders entitled to vote on
such proposed action. Such notice shall specify such
record date or the date of closing the transfer books, as
the case may be. Failure to mail or receive such notice
or any defect therein or in the mailing thereof shall not
affect the validity of any action taken in connection
with such dividend or distribution or action.
SECTION 13. Disposition of Proceeds on
Exercise of Warrants; Inspection of Warrants Agreement.
The Warrant Agent shall account promptly to the Company
with respect to Warrants exercised 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 office designated for such purpose.
The Company shall supply the Warrant Agent from time to
time with such number 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
substantially all of the 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 Warrant 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
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 any such cases such 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 either in its prior name or in
its changed name; and in all such cases 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.
15.1 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 otherwise provided herein.
15.2 Breach of Covenants. The Warrant Agent
shall not be responsible for any failure of the Company
to comply with any of the covenants of the Company
contained in this Agreement or in the Warrant.
15.3 Reliance on Counsel. The Warrant Agent
may consult at any time with legal counsel satisfactory
to it (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.
15.4 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 an officer 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.
15.5 Compensation and Indemnification. 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, 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, and to indemnify the Warrant Agent and save it
harmless against any and all liabilities, including
judgments, costs and reasonable counsel fees and
expenses, for anything done or omitted by the Warrant
Agent in the performance of its duties under this
Agreement except as a result of the Warrant Agent's gross
negligence, willful misconduct or bad faith. In
connection with such indemnification, the Company shall
be entitled to conduct any litigation and shall only be
required to pay the reasonable costs and fees of one
counsel selected by the Company. The Warrant Agent will
cooperate in the defense of any such action and will not
settle such action without the consent of the Company.
15.6 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 the
Warrant Agent was 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
legal entity including, without limitation, acting as a
lender to the Company or an affiliate thereof.
15.7 Liability of Warrant Agent. The Warrant
Agent shall act hereunder solely as the agent of the
Company 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 gross
negligence, willful misconduct or bad faith. Anything in
this Agreement to the contrary notwithstanding, in no
event shall the Warrant Agent be liable for special,
indirect or consequential loss or damage whatsoever
(including, but not limited to, lost profits) even if the
Warrant Agent has been advised of the likelihood of such
loss or damage and regardless of the form of action.
15.8 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, document or instrument
reasonably believed by it to be genuine and to have been
signed, sent or presented by the proper party or parties.
15.9 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 and execution of any
Warrant (except its countersignature thereof); nor shall
the Warrant Agent by any act hereunder be deemed to make
any representation 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 Exercise Price or the number or amount of
Warrant Shares or other securities or other property
issuable upon exercise of any Warrant.
15.10 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, President and Chief
Executive Officer or any Executive, Senior or other Vice
President of the Company or any other employee of the
Company expressly authorized in writing by any of such
persons as having the authority to deliver instructions
hereunder, and to apply to such officers or employees 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 officers or employees.
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 by the Company), then any
Holder may apply to any court of competent jurisdiction
located in Boston, Massachusetts for the appointment of a
successor to the Warrant Agent. Pending appointment of a
successor to the Warrant Agent, either by the Company or
by such a court, the duties of the Warrant Agent shall be
carried out by the Company. 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 $5,000,000. 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
any 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
event 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 exercise of the
Warrant, 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, by overnight courier, or by
facsimile transmission (with hard copy to follow promptly
by first class mail or overnight courier), or mailed
first class, postage prepaid (a) to the Company at its
offices at 0 Xxxxxxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxx
Xxxxxxxxx, 00000, fax: (000) 000-0000, Attention:
General Counsel; or (b) to the Warrant Agent at 000
Xxxxxx Xxxxxx, Xxxx Xxxx 00-00-00, Xxxxxx, Xxxxxxxxxxxxx,
00000, fax: (000) 000-0000, Attention: Shareholder
Services Division. Each party hereto may from time to
time change the address and facsimile numbers to which
notices to it are to be delivered or mailed hereunder by
notice to the other party.
Any notice required to be 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. Any other notices which the Company or
the Warrant Agent may wish to provide to the Holder may
be made in such manner (including by publication in a
newspaper of national circulation) as the Company or the
Warrant Agent, as the case may be, shall elect. Any
notice requested by any other person may be dispatched in
the discretion of the Warrant Agent, but at no expense to
the Warrant Agent or the Company.
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 any 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, which shall not adversely affect in any
material manner the interest of the Holders. The Company
and the Warrant Agent may from time to time supplement or
amend this Agreement in any other respect with the
written consent of the Holders of not less than a
majority of the Warrants then outstanding; provided,
however, that no change in the number or nature of the
securities purchasable upon the exercise of any Warrant,
or increase in the Exercise Price of any Warrant, or
acceleration of the Expiration Date of any Warrant, shall
be made without the written consent of the Holder of 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. Applicable Law. This Agreement
and each Warrant issued hereunder shall be governed by
and construed in accordance with the laws of The
Commonwealth of Massachusetts applicable to contracts
made and to be performed within such Commonwealth,
without giving effect to principles of conflicts of laws.
The parties consent to the exclusive jurisdiction of the
state and federal courts located in Boston,
Massachusetts, in all cases arising out of this Agreement
or the subject matter thereof, and to the service of
process of such courts (and will not initiate or maintain
an action in any other venue without the consent of both
parties hereto). Any action brought by any person (other
than the Company and the Warrant Agent) arising under or
relating to this Agreement and the Warrants shall be
brought only in the state and federal courts located in
Boston, Massachusetts.
SECTION 22. 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; this
Agreement shall be for the sole and exclusive benefit of
the Company, the Warrant Agent and the Holders of the
Warrants.
SECTION 23. Counterparts. This Agreement may
be executed in counterparts and by facsimile and each of
such counterparts and facsimile copies shall for all
purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the
same instrument.
SECTION 24. Severability. Any term or
provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of such
invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms and provisions of
this Agreement or affecting the validity or
enforceability of any of the terms or provisions of this
Agreement in any other jurisdiction. If any provision of
this Agreement is so broad as to be unenforceable, the
provision shall be interpreted to be only so broad as is
enforceable.
SECTION 25. Captions. The captions of the
Sections and subsections of this Agreement have been
inserted for convenience only and shall have not
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.
UNITRODE CORPORATION
By:
Name:
Title:
THE FIRST NATIONAL BANK OF BOSTON
By:
Name:
Title:
Exhibit A
Form of Warrant Certificate
(obverse)
EXERCISABLE ONLY ON OR AFTER AUGUST 21, 1996 AND ON OR
BEFORE 5:OO P.M. NEW YORK CITY TIME ON AUGUST 21, 1997
NUMBER
[ ]: _________ WARRANTS: _________
SEE REVERSE SIDE
FOR DEFINITIONS
COMMON STOCK
SUBSCRIPTION WARRANTS CUSIP 913283
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
UNITRODE CORPORATION
This certifies that FOR VALUE RECEIVED
or registered assigns (the "Registered Holder") is the owner of
the number of Common Stock Subscription Warrants (the "Warrants")
specified above. Each Warrant initially entitles the Registered
Holder to purchase, subject to the terms and conditions set forth
in this Warrant Certificate and the Warrant Agreement (as
hereinafter defined), one fully paid and nonassessable share of
Common Stock, par value $.20 per share (the "Common Stock"), of
Unitrode Corporation, a Maryland corporation (the "Company"), at
any time between August 21, 1996 and 5:00 p.m. (New York City
time) on August 21, 1997 (the "Expiration Date"), upon surrender
of this Warrant Certificate with the Subscription Form on the
reverse hereof duly executed, at the office of The First National
Bank of Boston designated for such purpose, as Warrant Agent, or
its successor (the "Warrant Agent"), accompanied by payment of
$28.467 per Warrant (the "Exercise Price") by certified or
official bank check made payable to the Warrant Agent for the
account of the Company.
This Warrant Certificate and each Warrant represented
hereby are issued pursuant to and are subject in all respects to
the terms and conditions set forth in the Warrant Agreement by
and between the Company and the Warrant Agent (the "Warrant
Agreement"). A copy of the Warrant Agreement may be obtained by
the Registered Holder upon written request to the Company.
Upon the occurrence of certain events provided for in
the Warrant Agreement, the Exercise Price and the number and kind
of securities subject to purchase upon the exercise of each
Warrant represented hereby are subject to adjustment.
Each Warrant represented hereby is exercisable at the
option of the Registered Holder, but no fractional shares of
Common Stock, or cash or other consideration in lieu thereof,
will be issued. In the case of the exercise of less than all of
the Warrants represented hereby, the Company shall execute a new
Warrant Certificate, which the Warrant Agent shall countersign
and deliver, for the balance of such Warrants.
This Warrant Certificate is exchangeable, upon the
surrender hereof by the Registered Holder at the office of the
Warrant Agent designated for such purpose, for a new Warrant
Certificate or Warrant Certificates entitling such Registered
Holder to purchase a like aggregate number of shares of Common
Stock as this Warrant Certificate entitles such Registered Holder
to purchase. A Registered Holder desiring to exchange this
Warrant Certificate shall make such request in writing delivered
to the Warrant Agent, and shall surrender, properly endorsed,
this Warrant Certificate to be so exchanged. Thereupon, the
Warrant Agent shall countersign and deliver to the Registered
Holder a new Warrant Certificate or Warrant Certificates as so
requested, in the name of such Registered Holder, subject to the
limitations provided in the Warrant Agreement. No fractional
Warrant Certificate shall be issued and no new Warrant
Certificate entitling the Registered Holder thereof to purchase
fractional shares will be issued.
Prior to the exercise of any Warrant represented
hereby, the Registered Holder shall not be entitled to any rights
of a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends, and shall not be
entitled to receive any notice of any proceedings of the Company,
except as provided in the Warrant Agreement.
The Company and the Warrant Agent may deem and treat
the Registered Holder as the absolute owner hereof
(notwithstanding any notation of ownership or other writing
hereon made by anyone) for all purposes and shall not be affected
by any notice to the contrary.
This Warrant Certificate is not valid unless
countersigned by the Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be duly executed, manually or in facsimile, by two
of its officers thereunto duly authorized and a facsimile of its
corporate seal to be imprinted thereon.
UNITRODE CORPORATION
By:
Secretary
By:
Chairman, President and
Chief Executive Officer
COUNTERSIGNED:
THE FIRST NATIONAL BANK OF BOSTON, as Warrant Agent
By:
Authorized Signatory
(Reverse)
The following abbreviations, when used in the
inscription on the face of this certificate, shall be construed
as though they were written out in full according to applicable
laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT- ---Custodian---
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to Minors
JT TEN - as joint tenants with Act----------------------
right of survivorship (State)
and not as tenants in
common
Additional abbreviations may also be used though not in the above
list.
SUBSCRIPTION FORM
(To be executed only upon exercise of Warrant)
The undersigned hereby irrevocably elects to exercise
the right of purchase represented by the within Warrant
Certificate for, and to purchaser thereunder, shares of Common
Stock, as provided for therein, and tenders herewith payment of
the purchase price in full in the form of a certified or official
bank check in the amount of $ .
Please issue a certificate or certificates for such
shares of Common Stock in the name of:
Name___________________________________
(Please Print Name, Address and
Social Security or Taxpayer
Identification Number)
__________________________________
__________________________________
__________________________________
__________________________________
And, if said number of shares shall not be all the shares
purchasable under the within Warrant Certificate, a new Warrant
Certificate is to be issued in the name of said undersigned for
the balance remaining of the shares purchasable thereunder.
Signature______________________________
NOTE: The above signature
must correspond
exactly with the
name on the face of
this Warrant
Certificate or with
the name of assignee
appearing in the
assignment form
below.
_____________________
Signature Guarantee Signatures should be guaranteed by
an eligible guarantor institution which
is a member of a signature
guarantee program satisfactory to the
Warrant Agent.
ASSIGNMENT
(To be executed only upon assignment of Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFICATION NUMBER OF ASSIGNEE
[ ]
_________________________________________________________________
(Name and Address of Assignee Must Be Printed or Typewritten)
_________________________________________________________________
the within Warrant Certificate, hereby 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 of Registered Holder
Note: The above signature
must correspond
exactly with the
name on the face of
this Warrant
Certificate.
_____________________________
SIGNATURE GUARANTEE SIGNATURES SHOULD BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION
WHICH IS A MEMBER OF A SIGNATURE
GUARANTEE PROGRAM SATISFACTORY TO
THE WARRANT AGENT.
Upon exercise of the Warrants represented by this Warrant
Certificate, the holder will receive shares of Common Stock which
will, to the extent provided by the provisions of the Rights
Agreement, dated as of May 2, 1990, as thereafter amended (the
"Rights Agreement"), between the Company and The First National
Bank of Boston (the "Rights Agent"), entitle the holder to
certain Rights. The terms of the Rights Agreement are hereby
incorporated herein by reference and a copy of the Rights
Agreement is on file at the principal offices of the Company.
Under certain circumstances, as set forth in the Rights
Agreement, such Rights will be evidenced by separate certificates
and will no longer be evidenced by the certificate representing
shares of Common Stock. The Company or the Rights Agent will
mail to the holder of this certificate a copy of the Rights
Agreement, as in effect on the date of mailing, without charge
promptly after receipt of a written request therefor. Except as
may be otherwise provided in the Rights Agreement, any shares of
Common Stock issued prior to the Distribution Date (as defined in
the Rights Agreement) will be issued with Rights. Under certain
circumstances set forth in the Rights Agreement, Rights issued
to, or held by, any Person who is, was or becomes an Acquiring
Person, an Adverse Person or any Affiliate or Associate thereof
(as such terms are defined in the Rights Agreement), whether
currently held by or on behalf of such Person or by any
subsequent holder, may become null and void.
