ASSIGNMENT FORM. To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- For Value Received, the Undersigned registered holder hereby sells, assigns and transfers unto _______________________ the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, and does hereby irrevocably constitute and appoint ___________________________ as Attorney to transfer the said Warrant on the books of the Company (as defined in said Warrant), with full power of substitution. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- Signed in the presence of ------------------------------- SUBSCRIPTION FORM To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, according to the conditions thereof, and herewith makes payment of the Purchase Price of such shares, $____________. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- 84 EXHIBIT A-3 NONVOTING WARRANT FOR 295,455 NONVOTING WARRANT SHARES THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WERE PURCHASED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999, BETWEEN KEVCO, INC. AND WING▇▇▇ ▇▇▇TNERS II, L.P. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND SECTION 3 OF THIS WARRANT. No. of Nonvoting Shares: 295,455 Shares Warrant No. ____ WARRANT To purchase Nonvoting Common Stock of KEVCO, INC. July ___, 1999 THIS WARRANT CERTIFIES THAT, for value received, the registered holder hereof, Wing▇▇▇ ▇▇▇tners II, L.P., a Delaware limited partnership ("Wing▇▇▇"), or its registered assigns, is entitled to purchase from Kevco, Inc., a Texas corporation (the "Company"), at any time and from time to time after the date hereof (the "Initial Issue Date") and on or before 5:00 p.m. Central Time, on the Expiration Date (as hereinafter defined) 295,455 shares of the Nonvoting Common Stock (as hereinafter defined) at the Basic Purchase Price (as hereinafter defined), subject to the terms, conditions, and adjustments as hereinafter provided in Section 6.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Kevco Partners Investment Trust), Securities Purchase Agreement (Kevco Inc)
ASSIGNMENT FORM. To Be Executed by If you the Registered Holder Desiring want to Transfer assign this Note, fill in the Within Warrant of ----------------------------------- For Value Received, the Undersigned registered holder hereby sells, assigns form below and transfers unto _______________________ the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, have your signature guaranteed: I or we assign and does hereby transfer this Note to: and irrevocably constitute and appoint ___________________________ as Attorney agent to transfer the said Warrant this Note on the books of the Company (as defined in said Warrant), with full power of substitutionCompany. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- The agent may substitute another to act for him. Dated: ------------------------- Signed in Signed: (Sign exactly as your name appears on the presence other side of ------------------------------- SUBSCRIPTION FORM To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, according to the conditions thereof, and herewith makes payment of the Purchase Price of such shares, $____________. Name of Registered Holderthis Note) Signature Guarantee: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- 84 EXHIBIT A-3 NONVOTING WARRANT FOR 295,455 NONVOTING WARRANT SHARES THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WERE PURCHASED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999, BETWEEN KEVCO, INC. AND WING▇▇▇ ▇▇▇TNERS II, L.P. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER SECTION 5 OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE OFFEREDREOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE IN THE ABSENCE OF SUCH REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR IN A TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, (1) REPRESENTS THAT (X) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (Y) IT IS A NON-U.S. PURCHASER AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (Z) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, AND (2) AGREES TO OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, PRIOR TO THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD THAT MAY BE HEREINAFTER PROVIDED UNDER RULE 144(K) UNDER THE SECURITIES ACT PERMITTING RESALES OF RESTRICTED SECURITIES BY NON-AFFILIATES WITHOUT RESTRICTION) (THE “RESALE RESTRICTION TERMINATION DATE”) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH MCLEODUSA INCORPORATED OR ANY AFFILIATE OF MCLEODUSA INCORPORATED WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO MCLEODUSA INCORPORATED OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT ACT, SUBJECT TO THE RIGHT OF MCLEODUSA INCORPORATED AND THE TRUSTEE, OR OF THE TRANSFER AGENT, AS APPLICABLE, PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND SECTION 3 OF ANY STATE OF THE UNITED STATES OR ANY APPLICABLE JURISDICTION. IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS WARRANTSECURITY SHALL BE COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. NoTHIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. Any Global Note authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of Nonvoting Sharesa Restricted Security) in substantially the following form: 295,455 Shares Warrant No[If a Regulation S Temporary Global Note, insert: THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATES NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). ____ WARRANT To purchase Nonvoting Common Stock of KEVCONEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.] THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, INCAND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. July ___UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, 1999 THIS WARRANT CERTIFIES THATA NEW YORK CORPORATION (“DTC”), for value receivedTO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, the registered holder hereofEXCHANGE OR PAYMENT, WingAND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. , U.S. Bank National Association ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇tners II, L.P., a Delaware limited partnership ("Wing▇▇▇ EP-MN-WS3C St. ▇▇▇")▇, or its registered assigns, is entitled to purchase from Kevco, Inc., a Texas corporation MN 55107-2292 Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Re: 10½% Senior Second Secured Notes due 2011 (the "Company"), at any time and from time to time after the date hereof “Notes”) of McLeodUSA Incorporated (the "Initial Issue Date"“Company”) Ladies and on or before 5:00 p.m. Central Time, on the Expiration Date (as hereinafter defined) 295,455 shares Gentlemen: In connection with our proposed purchase of $ aggregate principal amount of the Nonvoting Common Stock (as hereinafter defined) at the Basic Purchase Price (as hereinafter defined)Notes, subject to the terms, conditions, and adjustments as hereinafter provided in Section 6.we confirm that:
Appears in 2 contracts
Sources: Indenture (McLeodUSA Holdings Inc), Indenture (McLeodusa Inc)
ASSIGNMENT FORM. To Be Executed by If you the Registered Holder Desiring want to Transfer assign this Security, fill in the Within Warrant form below: I or we assign and transfer this Security to -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Insert assignee's social security or tax ID number) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Print or type assignee's name, address, and zip code) and irrevocably appoint -------------------------------------------------------------------------------- agent to transfer this Security on the books of ----------------------------------- For Value Received, the Undersigned registered holder hereby sells, assigns and transfers unto Company. The agent may substitute another to act for him. -------------------------------------------------------------------------------- Date: _____________________ Your signature: _________________________ (Sign exactly as your name appears on the right to purchase other side of this Security) Signature Guarantee: ______ shares of the Nonvoting Common Stock covered by the within Warrant, and does hereby irrevocably constitute and appoint ______________________________________________________ as Attorney to transfer the said Warrant on the books of the Company EXHIBIT A-2 FORM OF 7.375% NOTE DUE MARCH 1, 2005 THIS SECURITY IS A BOOK-ENTRY SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ITS NOMINEE TO A SUCCESSOR DEPOSITARY OR ITS NOMINEE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (as defined in said Warrant"DTC"), with full power TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. FRED MEYER, INC. 7.375% Note▇ ▇▇e ▇▇▇▇h 1, 2005 No. $ CUSIP No. 592907AA7 Fred Meyer, ▇▇▇., ▇ ▇orporat▇▇▇ d▇▇▇ ▇rganized and existing under the laws of substitution. Name Delaware (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- Signed in the presence of ------------------------------- SUBSCRIPTION FORM To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises the right to purchase ______ shares of the Nonvoting Common Stock covered by the within WarrantDollars on March 1, according to the conditions thereof2005, and herewith makes payment of to pay interest thereon from March 11, 1998 or from the Purchase Price of such sharesmost recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, $____________. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent semi-annually on March 1 and September 1 in each year (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- 84 EXHIBIT A-3 NONVOTING WARRANT FOR 295,455 NONVOTING WARRANT SHARES THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WERE PURCHASED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14each, 1999, BETWEEN KEVCO, INC. AND WING▇▇▇ ▇▇▇TNERS II, L.P. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE an "SECURITIES ACTInterest Payment Date"), OR ANY STATE SECURITIES LAWcommencing September 1, AND SUCH SECURITIES MAY NOT BE OFFERED1998, SOLDat the rate of 7.375% per annum, TRANSFERREDuntil the principal hereof is paid or made available for payment and at the rate of 7.375% per annum on any overdue principal and premium and (to the extent that the payment of such interest shall be legally enforceable) on any overdue installment of interest. The interest so payable, PLEDGEDand punctually paid or duly provided for, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROMon any Interest Payment Date will, OR IN A TRANSACTION NOT SUBJECT TOas provided in such Indenture, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND SECTION 3 OF THIS WARRANT. No. be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of Nonvoting Shares: 295,455 Shares Warrant No. ____ WARRANT To purchase Nonvoting Common Stock of KEVCO, INC. July ___, 1999 THIS WARRANT CERTIFIES THAT, for value received, business on the registered holder hereof, Wing▇▇▇ ▇▇▇tners II, L.P.February 15 or August 15 (whether or not a Business Day) (each, a Delaware limited partnership ("Wing▇▇▇Regular Record Date"), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or its duly provided for and interest on such defaulted interest will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered assignsat the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, is entitled notice whereof shall be given to purchase from KevcoHolders of Securities of this series not less than 10 days prior to such Special Record Date, Inc., a Texas corporation (the "Company"), or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and from time to time after upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the date hereof principal of (the "Initial Issue Date"and premium, if any) and interest on this Security will be made at the office or before 5:00 p.m. Central Timeagency of the Company maintained for that purpose in the Borough of Manhattan in the City of New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer to an account maintained by the Person entitled thereto as specified in the Security Register, provided that such Person shall have given the Trustee written wire instructions. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the Expiration Date (as hereinafter defined) 295,455 shares of reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Nonvoting Common Stock (as hereinafter defined) at the Basic Purchase Price (as hereinafter defined), subject to the terms, conditions, and adjustments as hereinafter provided in Section 6Indenture or be valid or obligatory for any purpose.
Appears in 1 contract
ASSIGNMENT FORM. To Be Executed by If you the Registered Holder Desiring want to Transfer assign this Note, fill in the Within Warrant of ----------------------------------- For Value Received, the Undersigned registered holder hereby sells, assigns form below and transfers unto have your signature guaranteed: I or we assign and transfer this Note to: _______________________ the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, and does hereby irrevocably constitute and appoint ____________________________________________________ as Attorney to transfer the said Warrant on the books of the Company (as defined in said Warrant), with full power of substitution. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- Signed in the presence of ------------------------------- SUBSCRIPTION FORM To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, according to the conditions thereof, and herewith makes payment of the Purchase Price of such shares, $____________. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- 84 EXHIBIT A-3 NONVOTING WARRANT FOR 295,455 NONVOTING WARRANT SHARES THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WERE PURCHASED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999, BETWEEN KEVCO, INC. AND WING▇▇▇ ▇▇▇TNERS II, L.P. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND SECTION 3 OF THIS WARRANT. No. of Nonvoting Shares: 295,455 Shares Warrant No. ___________________________________________________________________ WARRANT To purchase Nonvoting Common Stock (Print or type name, address and zip code and social security or tax ID number of KEVCOassignee) and irrevocably appoint , INCagent to transfer this Note on the books of the Company. July The agent may substitute another to act for him. Dated: ________________________ Signed: ________________________ (Sign exactly as name appears on the other side of this Note) Signature Guarantee: ______________________________________ If you want to elect to have this Note repurchased by the Company pursuant to Section 10.5 of the Indenture, 1999 THIS WARRANT CERTIFIES THATcheck the box below: If you want to elect to have only part of this Note repurchased by the Company pursuant to Section 10.5 of the Indenture, for value receivedstate the amount you elect to have repurchased: $ ________________________ Dated: ________________________ ________________________ NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever and be guaranteed by the endorser's bank or broker. Signature Guarantee: ______________________________________ No. M-___ $[5,500,000] MESA AIR GROUP, the registered holder hereof, Wing▇▇▇ ▇▇▇tners II, L.P.INC., a Delaware limited partnership ("Wing▇▇▇"), or its registered assigns, is entitled to purchase from Kevco, Inc., a Texas Nevada corporation (the "Company"," which term includes any successor entity), at any time and from time for value received promises to time after pay to Cede & Co. or registered assigns, the date hereof (the "Initial Issue Date") and on or before 5:00 p.m. Central Timeprincipal sum of FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS, on the Expiration Date (as hereinafter defined) 295,455 shares of the Nonvoting Common Stock (as hereinafter defined) at the Basic Purchase Price (as hereinafter defined)_________ ___, subject 2016. Interest Payment Dates: March 31, June 30, September 30 and December 31, beginning on _________ ___, 20___. Record Dates: March 15, June 15, September 15 and December 15. Reference is made to the termsfurther provisions of this Note contained herein, conditions, and adjustments which will for all purposes have the same effect as hereinafter provided in Section 6if set forth at this place.
Appears in 1 contract
Sources: Indenture (Mesa Air New York, Inc.)
ASSIGNMENT FORM. To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- For Value ReceivedFOR VALUE RECEIVED, the Undersigned registered holder undersigned hereby sellssell(s), assigns assign(s) and transfers transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE _______________________ the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, and does hereby irrevocably constitute and appoint ___________________________ as Attorney to transfer the said Warrant on the books of the Company (as defined in said Warrant), with full power of substitution. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- Signed in the presence of ------------------------------- SUBSCRIPTION FORM To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, according to the conditions thereof, and herewith makes payment of the Purchase Price of such shares, $____________. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- 84 EXHIBIT A-3 NONVOTING WARRANT FOR 295,455 NONVOTING WARRANT SHARES THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WERE PURCHASED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999, BETWEEN KEVCO, INC. AND WING▇▇▇ ▇▇▇TNERS II, L.P. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND SECTION 3 OF THIS WARRANT. No. of Nonvoting Shares: 295,455 Shares Warrant No. __________________________ WARRANT To purchase Nonvoting Common Stock of KEVCO, INC. July ______________________________________ the within Security and all rights thereunder, 1999 hereby irrevocably constituting and appointing ___________________________________ attorney to transfer said Security on the books of the Company, with full power of substitution in the premises. Dated: __________________________ Signature: ____________________________ NOTICE: THE SIGNATURE TO THIS WARRANT CERTIFIES THATASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, for value receivedWITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the registered holder hereof, Wing▇▇▇ ▇▇▇tners II, L.P., a Delaware limited partnership Security Transfer Agent Medallion Program ("Wing▇▇▇")“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or its registered assignsin substitution for, is entitled to purchase from KevcoSTAMP, Inc.all in accordance with the Securities Exchange Act of 1934, a Texas corporation (the "Company")as amended. The following increases or decreases in Principal Amount of this Global Security have been made: Date of Exchange Amount of Decrease in Principal Amount of this Global Security Amount of Increase in Principal Amount of this Global Security Principal Amount of this Global Security following such Decrease or Increase Signature of Authorized Signatory of Trustee or Custodian THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, at any time and from time to time after the date hereof (the "Initial Issue Date") and on or before 5:00 p.m. Central TimeAND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, on the Expiration Date (as hereinafter defined) 295,455 shares of the Nonvoting Common Stock (as hereinafter defined) at the Basic Purchase Price (as hereinafter defined)IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, subject to the termsEXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, conditionsEXCHANGE OR PAYMENT, and adjustments as hereinafter provided in Section 6AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. CUSIP NO. 49271V AK6 ISIN NO. US49271VAK61
Appears in 1 contract
ASSIGNMENT FORM. To Be Executed by If you the Registered Holder Desiring want to Transfer assign this Note, fill in the Within Warrant of ----------------------------------- For Value Received, the Undersigned registered holder hereby sells, assigns form below and transfers unto have your signature guaranteed: I or we assign and transfer this Note to: _______________________ the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, and does hereby irrevocably constitute and appoint _____________________________________________________ as Attorney to transfer the said Warrant on the books of the Company (as defined in said Warrant), with full power of substitution. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- Signed in the presence of ------------------------------- SUBSCRIPTION FORM To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, according to the conditions thereof, and herewith makes payment of the Purchase Price of such shares, $____________. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- 84 EXHIBIT A-3 NONVOTING WARRANT FOR 295,455 NONVOTING WARRANT SHARES THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WERE PURCHASED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999, BETWEEN KEVCO, INC. AND WING▇▇▇ ▇▇▇TNERS II, L.P. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND SECTION 3 OF THIS WARRANT. No. of Nonvoting Shares: 295,455 Shares Warrant No. ____________________________________________________________________ WARRANT To purchase Nonvoting Common Stock of KEVCO, INC. July ________________________________________________________________________________ (PRINT OR TYPE NAME, 1999 ADDRESS AND ZIP CODE AND SOCIAL SECURITY OR TAX ID NUMBER OF ASSIGNEES) and irrevocably appoint, __________________ agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. Dated: Signed: ------------------------------- --------------------------------- ------------------------------- --------------------------------- (SIGN EXACTLY AS NAME APPEARS ON THE OTHER SIDE OF THIS WARRANT CERTIFIES THATNOTE.) SIGNATURE GUARANTEE: -------------------------------------------------------- Notice: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. [Form of Guarantee of Note] --------------------------- For good and valuable consideration receipt of which is hereby acknowledged, for value receivedand intending to be legally bound hereby, each of Indiana Gas Company, Inc., Southern Indiana Gas and Electric Company, and Vectren Energy Delivery of Ohio, Inc. (together with each other subsidiary of the Company that pursuant to the terms of the Indenture guarantees the Company's obligations under the Notes and the Indenture, the registered holder hereof, Wing▇▇▇ ▇▇▇tners II, L.P., a Delaware limited partnership "Guarantors") hereby unconditionally and jointly and severally guarantees to the Holder of the note (the "Wing▇▇▇Note"), or its registered assignsauthenticated and delivered by the Trustee, is entitled to purchase from Kevco, Inc., a Texas corporation upon which this guarantee (the "CompanyGuarantee")) is endorsed, the due and punctual payment of the principal of and interest on, and any Redemption Price with respect to, the Note, when and as the same shall become due and payable, whether at Stated Maturity, upon acceleration or redemption or otherwise, in accordance with the terms of this Note and of the Indenture. The Guarantors agree to determine, at any time and from time least one Business Day prior to time after the date hereof upon which a payment of principal of and/or interest on, and any Redemption Price with respect to, the Note, is due and payable, whether the Company has available the funds to make such payment as the same shall become due and payable. In case of the failure of the Company to punctually pay any such principal of or interest on, and any Redemption Price with respect to, the Note, the Guarantors hereby agree to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, upon acceleration or redemption or otherwise, and as if such payment were made by the Company. The Guarantors hereby agree that their obligations hereunder shall be as principal and not merely as surety, and shall be unconditional, irrevocable, and absolute, irrespective of, and shall be unaffected by, any invalidity, irregularity, or unenforceability of the Note or such Indenture, any failure to enforce the provisions of the Note or the Indenture, or any waiver, modification, consent or indulgence granted to the Company with respect thereto (unless the same shall also be provided to the Guarantors) by the Holder of the Note or the Trustee with respect to any provisions thereof, the recovery of any judgment against the Company or any action to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or of a guarantor. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any the Note or the indebtedness evidenced thereby, and all demands whatsoever and covenants that this Guarantee will not be discharged except by payment in full of the principal of and interest on, and any Redemption Price with respect to, the Note and the complete performance of the obligations contained in the Note, this Guarantee and the Indenture. The Guarantors shall be subrogated to all rights of the Holder of the Note against the Company in respect of all amounts paid to such Holder by the Guarantors pursuant to the provisions of this Guarantee; provided, however, that the Guarantors shall not, without the consent of the Holders of all of the outstanding Notes (the "Initial Issue DateNotes") and on or before 5:00 p.m. Central Time, on the Expiration Date (as hereinafter defined) 295,455 shares of the Nonvoting Common Stock series of which the Note is a part, be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of and interest on, and any Redemption Price with respect to, all Notes shall have been paid in full or payment thereof shall have been provided for and all other obligations contained in the Notes, the related Guarantees and the Indenture shall have been performed. If any amount shall be paid to any Guarantor in violation of the preceding sentence and all amounts payable in respect of the Notes shall not have been paid in full, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid to the Trustee for the benefit of the Holders to be credited and applied upon such amounts. Each Guarantor acknowledges that it will receive direct and indirect benefits from the issuance of the Notes pursuant to this Indenture. Notwithstanding anything to the contrary contained herein, if following any payment of the principal, Redemption Price or interest by the Company in respect of the Notes to the Holders of the Notes it is determined by a final decision of a court of competent jurisdiction that such payment shall be avoided by a trustee in bankruptcy (including any debtor-in-possession) as hereinafter defined) at a preference under 11 U.S.C. Section 547 and such payment is returned by such Holder to such trustee in bankruptcy, then the Basic Purchase Price (obligations of the Guarantors hereunder shall remain in full force and effect to the extent of such repayment. Notwithstanding anything to the contrary contained herein, this Guarantee shall be, and hereby is, limited to the maximum amount that may be guaranteed by the applicable Guarantor without rendering this Guarantee, as hereinafter defined)it relates to such Guarantor, voidable under any applicable law relating to fraudulent conveyance, fraudulent transfer or similar laws affecting the rights of creditors generally. This Guarantee is intended for the benefit of the Trustee and each of the Holders of the Notes and shall be enforceable by such Trustee and such Holders. This Guarantee is subject to termination in accordance with the terms, conditions, and adjustments as hereinafter provided in Section 6provisions of Article 10 of the Indenture. This Guarantee shall be governed by the laws of the State of Indiana without regard to principles of conflicts of law.
Appears in 1 contract
Sources: Third Supplemental Indenture (Vectren Utility Holdings Inc)
ASSIGNMENT FORM. To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- For Value ReceivedFOR VALUE RECEIVED, the Undersigned registered holder undersigned hereby sellssell(s), assigns assign(s) and transfers transfer(s) unto _______________________ the right to purchase ______ shares Please Insert Social Security or -------------------------------------- Other Identifying Number of the Nonvoting Common Stock covered by Assignee -------------------------------------- PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- the within Warrant, Note of WESTERN ATLAS INC. and does hereby irrevocably constitute and appoint ___________________________ as Attorney -------------------------------------------------------------------------------- attorney to transfer the said Warrant Note on the books of the Company (as defined in said Warrant)Company, with full power of substitutionsubstitution in the premises. Name of Registered HolderDated: --------------------------------------- Your Signature: --------------------------------------- Title ------------------------- ----------------------- NOTICE: The signature of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- Signed in this assignment must correspond with the presence of ------------------------------- SUBSCRIPTION FORM To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises the right to purchase ______ shares of the Nonvoting Common Stock covered by name as written upon the within Warrantinstrument in every particular, according to the conditions thereof, and herewith makes payment of the Purchase Price of such shares, $____________without alteration or enlargement or any change whatever. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- 84 EXHIBIT A-3 NONVOTING WARRANT FOR 295,455 NONVOTING WARRANT SHARES THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WERE PURCHASED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999, BETWEEN KEVCO, WESTERN ATLAS INC. AND WING▇-▇/▇% ▇▇▇▇ ▇▇▇ ▇▇▇TNERS II▇ ▇f this Security is registered in the name of The Depository Trust Company (the "Depositary") (55 Water Street, L.P. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933New York, AS AMENDED (THE "SECURITIES ACT")New York) or its nominee, OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND SECTION 3 OF THIS WARRANT. No. of Nonvoting Shares: 295,455 Shares Warrant No. ____ WARRANT To purchase Nonvoting Common Stock of KEVCO, INC. July ___, 1999 THIS WARRANT CERTIFIES THAT, for value received, the registered holder hereof, Wingthis Secur▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇tners II▇▇t as a whole by the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary unless and until this Security is exchanged in whole or in part for Securities in definitive form. Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, L.P.exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any payment is made to Cede & Co. or such other entity as is requested by such authorized representative, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. CUSIP No.: 957674 AC 8 No. N-2 $100,000,000 WESTERN ATLAS INC., a corporation duly organized and existing under the laws of the State of Delaware limited partnership ("Wing▇▇▇"), or its registered assigns, is entitled to purchase from Kevco, Inc., a Texas corporation (herein called the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of One Hundred Million Dollars on June 15, 2004, and to pay interest thereon from June 15, 1994 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 15 and December 15 in each year, commencing December 15, 1994, at the rate of 7-7/8% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and from upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose in The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to time after the date hereof (address of the "Initial Issue Date") and on or before 5:00 p.m. Central Time, Person entitled thereto as such address shall appear in the Security Register. Reference is hereby made to the further provisions of this Security set forth on the Expiration Date (reverse hereof, which further provisions shall for all purposes have the same effect as hereinafter defined) 295,455 shares if set forth at this place. Unless the certificate of authentication hereon has been executed by the Nonvoting Common Stock (as hereinafter defined) at Trustee referred to on the Basic Purchase Price (as hereinafter defined)reverse hereof by manual signature, subject this Security shall not be entitled to any benefit under the terms, conditions, and adjustments as hereinafter provided in Section 6Indenture or be valid or obligatory for any purpose.
Appears in 1 contract
Sources: Indenture (Baker Hughes Inc)
ASSIGNMENT FORM. To Be Executed by If you the Registered Holder Desiring want to Transfer assign this Note, fill in the Within Warrant of ----------------------------------- For Value Received, the Undersigned registered holder hereby sells, assigns form below and transfers unto have your signature guaranteed: I or we assign and transfer this Note to: _______________________ the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, and does hereby irrevocably constitute and appoint ____________________________________________________ as Attorney to transfer the said Warrant on the books of the Company (as defined in said Warrant), with full power of substitution. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- Signed in the presence of ------------------------------- SUBSCRIPTION FORM To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, according to the conditions thereof, and herewith makes payment of the Purchase Price of such shares, $____________. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- 84 EXHIBIT A-3 NONVOTING WARRANT FOR 295,455 NONVOTING WARRANT SHARES THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WERE PURCHASED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999, BETWEEN KEVCO, INC. AND WING▇▇▇ ▇▇▇TNERS II, L.P. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND SECTION 3 OF THIS WARRANT. No. of Nonvoting Shares: 295,455 Shares Warrant No. ___________________________________________________________________ WARRANT To purchase Nonvoting Common Stock (Print or type name, address and zip code and social security or tax ID number of KEVCOassignee) and irrevocably appoint , INCagent to transfer this Note on the books of the Company. July The agent may substitute another to act for him. Dated: ________________________ Signed: ________________________ (Sign exactly as name appears on the other side of this Note) Signature Guarantee: ______________________________________ If you want to elect to have this Note repurchased by the Company pursuant to Section 10.5 of the Indenture, 1999 THIS WARRANT CERTIFIES THATcheck the box below: If you want to elect to have only part of this Note repurchased by the Company pursuant to Section 10.5 of the Indenture, for value receivedstate the amount you elect to have repurchased: $ ________________________ Dated: ________________________ ________________________ NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever and be guaranteed by the endorser's bank or broker. Signature Guarantee: ______________________________________ No. U.S.-___ $[6,800,000] MESA AIR GROUP, the registered holder hereof, Wing▇▇▇ ▇▇▇tners II, L.P.INC., a Delaware limited partnership ("Wing▇▇▇"), or its registered assigns, is entitled to purchase from Kevco, Inc., a Texas Nevada corporation (the "Company"," which term includes any successor entity), at any time and from time for value received promises to time after pay to Cede & Co. or registered assigns, the date hereof (the "Initial Issue Date") and on or before 5:00 p.m. Central Timeprincipal sum of SIX MILLION EIGHT HUNDRED THOUSAND DOLLARS, on the Expiration Date (as hereinafter defined) 295,455 shares of the Nonvoting Common Stock (as hereinafter defined) at the Basic Purchase Price (as hereinafter defined)_________ ___, subject 2016. Interest Payment Dates: March 31, June 30, September 30 and December 31, beginning on _________ ___, 20___. Record Dates: March 15, June 15, September 15 and December 15. Reference is made to the termsfurther provisions of this Note contained herein, conditions, and adjustments which will for all purposes have the same effect as hereinafter provided in Section 6if set forth at this place.
Appears in 1 contract
Sources: Indenture (Mesa Air New York, Inc.)
ASSIGNMENT FORM. (To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant be signed only upon assignment of ----------------------------------- For Value ReceivedWarrant) FOR VALUE RECEIVED, the Undersigned registered holder undersigned hereby sells, assigns and transfers unto _______________________ the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, and does hereby irrevocably constitute and appoint ________________________________________ as Attorney to transfer the said Warrant on the books of the Company (as defined in said Warrant), with full power of substitution. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- Signed in the presence of ------------------------------- SUBSCRIPTION FORM To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, according to the conditions thereof, and herewith makes payment of the Purchase Price of such shares, $____________. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- 84 EXHIBIT A-3 NONVOTING WARRANT FOR 295,455 NONVOTING WARRANT SHARES THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WERE PURCHASED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999, BETWEEN KEVCO, INC. AND WING▇▇▇ ▇▇▇TNERS II, L.P. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND SECTION 3 OF THIS WARRANT. No. of Nonvoting Shares: 295,455 Shares Warrant No. _______________________________________________________ WARRANT To (Name and Address of Assignee must be Printed or Typewritten) Warrants to purchase Nonvoting Common Stock _____ Warrant Shares of KEVCOthe Company, INCevidenced by the within Warrant Certificate hereby irrevocably constituting and appointing ________________ Attorney to transfer said Warrants on the books of the Company, with full power of substitution in the premises. July Dated:____________, 1999 THIS WARRANT CERTIFIES THAT__ ________________________________ Signature of Registered Holder* ________________________________ Signature Guaranteed: Signature of Guarantor _____________ * The above signature should correspond exactly with the name on the face of this Warrant Certificate. EXHIBIT C CERTIFICATE OF DESIGNATIONS of SERIES B CUMULATIVE PREFERRED STOCK of OXFORD HEALTH PLANS, for value received, INC. (Pursuant to Section 151 of the registered holder hereof, Wing▇▇▇ ▇▇▇tners II, L.P., a Delaware limited partnership ("Wing▇▇▇"), or its registered assigns, is entitled to purchase from KevcoGeneral Corporation Law) -------------- Oxford Health Plans, Inc., a Texas corporation organized and existing under the General Corporation Law of the State of Delaware (the "CompanyCorporation"), at any time and from time to time after hereby certifies that the date hereof following resolutions were adopted by the Board of Directors of the Corporation (the "Initial Issue DateBoard of Directors") and on or before 5:00 p.m. Central Time, on the Expiration Date (as hereinafter defined) 295,455 shares pursuant to authority of the Nonvoting Common Stock Board of Directors as required by Section 151 of the Delaware General Corporation Law: RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors in accordance with the provisions of the Second Amended and Restated Certificate of Incorporation of the Corporation, as amended (as hereinafter defined) at the Basic Purchase Price (as hereinafter defined"Certificate of Incorporation"), subject to the termsBoard of Directors hereby creates a series of the Corporation's previously authorized preferred stock, conditionspar value $0.01 per share (the "Preferred Stock"), and adjustments hereby states the designation and number thereof, and fixes the voting powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions thereof, as hereinafter provided in Section 6.follows: Series B Cumulative Preferred Stock:
Appears in 1 contract
ASSIGNMENT FORM. To Be Executed by assign this Security, fill in the Registered Holder Desiring form below: (I) or (we) assign and transfer this Security to Transfer the Within Warrant of ----------------------------------- For Value Received, the Undersigned registered holder hereby sells, assigns and transfers unto _______________________________________________________________________________________________ the right to purchase _______________________________________________________________________________________________ shares of the Nonvoting Common Stock covered by the within Warrant, _______________________________________________________________________________________________ _______________________________________________________________________________________________ and does hereby irrevocably constitute and appoint ___________________________ as Attorney to transfer the said Warrant on the books of the Company (as defined in said Warrant), with full power of substitution. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- Signed in the presence of ------------------------------- SUBSCRIPTION FORM To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises the right to purchase ________________________________ shares agent to transfer this Security on the books of the Nonvoting Common Stock covered Company. The agent may substitute another to act for him. Dated:_______________________ Your Signature: _________________________________________________________________ (Sign exactly as your name appears on the other side of this Security) Signature Guaranty: __________________________________________ [Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Transfer Agent, which requirements will include membership or participation in STAMP or such other signature guarantee program as may be determined by the within WarrantTransfer Agent in addition to, according to or in substitution for, STAMP, all in accordance with the conditions thereof, and herewith makes payment of the Purchase Price of such shares, Exchange Act.] Social Security Number or Taxpayer Identification Number:_______________________________________ No. R- $_____________ THE FIRST MORTGAGE BONDS, COLLATERAL SERIES H (HEREINAFTER, “COLLATERAL BONDS”), REPRESENTED BY THIS CERTIFICATE ARE BEING ISSUED AND DELIVERED BY THE COMPANY TO U. S. BANK NATIONAL ASSOCIATION AS TRUSTEE (IN SUCH CAPACITY, THE “SENIOR TRUSTEE”) UNDER AN INDENTURE, DATED AS OF DECEMBER 1, 1998, BETWEEN THE COMPANY AND A PREDECESSOR OF THE SENIOR TRUSTEE, AS PREVIOUSLY SUPPLEMENTED AND AS SUPPLEMENTED BY THE EIGHTH SUPPLEMENTAL INDENTURE THERETO DATED AS OF DECEMBER 1, 2008 (AS SO SUPPLEMENTED, THE “SENIOR INDENTURE”). Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent THE COLLATERAL BONDS ARE TO BE HELD IN TRUST AS COLLATERAL FOR THE BENEFIT OF THE HOLDERS OF THE SENIOR NOTES, 6.375% SERIES DUE DECEMBER 1, 2015 (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- 84 EXHIBIT A-3 NONVOTING WARRANT FOR 295,455 NONVOTING WARRANT SHARES THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WERE PURCHASED “RELATED SECURITIES”) ISSUED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999, BETWEEN KEVCO, INCSENIOR INDENTURE. AND WING▇▇▇ ▇▇▇TNERS II, L.P. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES COLLATERAL BONDS MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE DISPOSED TRANSFERRED (EXCEPT TO A SUCCESSOR SENIOR TRUSTEE) UNTIL THE EARLIER OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THE RELEASE DATE (AS DEFINED BELOW) OR PURSUANT TO AN EXEMPTION FROMTHE PRIOR RETIREMENT OF THE RELATED SECURITIES THROUGH REDEMPTION, REPURCHASE OR IN A TRANSACTION NOT SUBJECT TOOTHERWISE. THE COMPANY SHALL MAKE PAYMENTS OF THE PRINCIPAL OF, AND PREMIUM, IF ANY, AND INTEREST ON, THE REGISTRATION REQUIREMENTS COLLATERAL BONDS, TO THE SENIOR TRUSTEE, WHICH PAYMENTS SHALL BE APPLIED BY THE SENIOR TRUSTEE TO THE SATISFACTION OF OBLIGATIONS ON THE RELATED SECURITIES. THE MATURITY DATE SPECIFIED ABOVE IS ALSO THE MATURITY DATE OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND SECTION 3 OF THIS WARRANTRELATED SECURITIES. No. Wisconsin Public Service Corporation, a corporation organized and existing under the laws of Nonvoting Shares: 295,455 Shares Warrant No. ____ WARRANT To purchase Nonvoting Common Stock the State of KEVCO, INC. July ___, 1999 THIS WARRANT CERTIFIES THATWisconsin (hereinafter called the Company), for value received, hereby promises to pay to U.S. BANK NATIONAL ASSOCIATION, as trustee for the registered holder hereof, Wing▇▇▇ ▇▇▇tners II, L.P., a Delaware limited partnership ("Wing▇▇▇")benefit of the holders of the Related Securities, or its registered assignsassigns (in such capacity, is entitled to purchase from Kevco, Inc., a Texas corporation (the "Company"“Senior Trustee”), at any time the Corporate Trust Services Office of U.S. Bank National Association, in Milwaukee, Wisconsin, on the 1st day of December, 2015, the sum of One Hundred Twenty-Five Million Dollars ($125,000,000) in lawful money of the United States of America, and to pay interest thereon from time to time after the date hereof (the "Initial Issue Date") and on or before 5:00 p.m. Central Time, on the Expiration Date (as hereinafter defined) 295,455 shares of the Nonvoting Common Stock (as hereinafter definedi) at the Basic Purchase Price rate of 0% per annum prior to December 5, 2008, and (ii) at the rate of 6.375% per annum from and after December 5, 2008, in like money, until the principal hereof becomes due and payable, said interest being payable on the 1st day of June and on the 1st day of December in each year commencing June 1, 2009. The principal and interest so payable on any June 1 or December 1 will be paid to the person or entity in whose name this bond is registered, at the address thereof as hereinafter definedit appears on the Company’s books for registration and registration of transfer. The provisions of this bond are continued on the reverse hereof or attached pages and such continued provisions shall for all purposes have the same effect as though fully set forth at this place. This bond shall not be valid or become obligatory for any purpose unless and until U.S. Bank National Association (successor to First Wisconsin Trust Company), subject as Trustee under the Indenture, or its successors thereunder, shall have signed the certificate of authentication endorsed hereon. In Witness Whereof, Wisconsin Public Service Corporation has caused this bond to be signed in its name by the manual or facsimile signature of its President or a Vice President and its corporate seal or a facsimile thereof to be hereto affixed and attested by the manual or facsimile signature of its Secretary or an Assistant Secretary. Dated as of: December 1, 2008 Wisconsin public service corporation, By:_____________________________ _______________ President Attest: _____________________________ ____________ Secretary This bond is one of the bonds of the series designated therein, described in the within mentioned Indenture and Supplemental Indenture. U.S. Bank National Association, As Trustee By: ______________________________________ Authorized Signature This bond is one of a duly authorized issue of bonds of the Company, known as its First Mortgage Bonds, of the Series and designation indicated on the face hereof, which issue of bonds consists, or may consist, of several series of varying denominations, dates and tenors, all issued and to be issued under and equally secured (except in so far as a sinking fund, or similar fund, established in accordance with the provisions of the Indenture, may afford additional security for the bonds of any specific series) by a First Mortgage and Deed of Trust (herein called the “Indenture”) dated as of January 1, 1941, executed by the Company to First Wisconsin Trust Company (subsequently succeeded by U.S. Bank National Association, herein called the Trustee), as Trustee, to which Indenture and all instruments supplemental thereto reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds as to such security, and the terms and conditions upon which the bonds may be issued under the Indenture and any instruments supplemental thereto and are secured. The principal hereof may be declared or may become due on the conditions, in the manner and at the time set forth in the Indenture, upon the happening of a completed default as in the Indenture provided. This bond is one of a series created by a Supplemental Indenture (herein called the “Supplemental Indenture”) dated as of December 1, 2008, between the Company and the Trustee, which is supplemental to the terms, conditions, and adjustments as hereinafter provided in Section 6Indenture.
Appears in 1 contract
Sources: Eighth Supplemental Indenture (Wisconsin Public Service Corp)
ASSIGNMENT FORM. To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- For Value ReceivedFOR VALUE RECEIVED, the Undersigned registered holder --------------------------------------- (Please type or print in block letters) hereby sells, assigns and transfers unto _______unto: Name: --------------------------------------------------------- (Please type or print in block letters) Taxpayer Identification Number: ---------------------------------------------------------- Address: ---------------------------------------------------------- ---------------------------------------------------------- ---------------------------------------------------------- this Warrant Certificate and the Warrants represented by this Warrant Certificate to the extent of ________________ the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, Warrants and does hereby irrevocably constitute and appoint ___________________________ as Attorney Attorney-in-Fact, to transfer the said Warrant same on the books of the Company (as defined in said Warrant), with full power of substitutionsubstitution in the premises. Name of Registered HolderDated: --------------------------------------- --------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent -------------------------------------------------------------- (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- Signed Signature must conform in all respects to the presence of ------------------------------- SUBSCRIPTION FORM To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises the right to purchase ______ shares name of the Nonvoting Common Stock covered by Warrantholder as set forth on the within Warrant, according to the conditions thereof, and herewith makes payment face of the Purchase Price of such shares, $____________. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- 84 EXHIBIT A-3 NONVOTING WARRANT FOR 295,455 NONVOTING WARRANT SHARES this Warrant Certificate.) Exhibit C --------- NEITHER THE WARRANTS REPRESENTED BY THIS WARRANT AND CERTIFICATE NOR THE SHARES OF COMMON STOCK OR ANY OTHER SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WERE PURCHASED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999, BETWEEN KEVCO, INC. AND WING▇▇▇ ▇▇▇TNERS II, L.P. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT SUCH WARRANTS HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED. SUCH WARRANTS HAVE BEEN ACQUIRED, AND ANY SHARES OF COMMON STOCK OR ANY STATE OTHER SECURITIES LAWISSUABLE UPON EXERCISE OF SUCH WARRANTS ARE REQUIRED TO BE ACQUIRED, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERREDASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH WARRANTS AND/OR PURSUANT TO AN EXEMPTION FROM, SUCH SHARES OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF OTHER SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH WARRANTS AND SECTION 3 SUCH SHARES OR OTHER SECURITIES TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND SUCH STATE SECURITIES LAWS. THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE ARE SUBJECT TO THE TERMS OF THIS WARRANTAN ESCROW AGREEMENT DATED AS OF JANUARY 2, 2001 AMONG THE COMPANY, SALOMON GREY FINANCIAL CORPORATION AND KAUFMAN & MOOMJI▇▇, ▇▇▇, A▇ ▇▇▇▇▇▇ AGENT VOID AFTER 5:00 P.M. ON DECEMBER 31, 2003 VIZACOM INC. WARRANT CERTIFICATE 100,000 COMMON STOCK PURCHASE WARRANTS Teaneck, New Jersey Warrant Certificate No. of Nonvoting Shares: 295,455 Shares Warrant No. ____ WARRANT To purchase Nonvoting Common Stock of KEVCOSGFC-3 January 2, INC. July ___, 1999 2001 THIS WARRANT CERTIFIES IS TO CERTIFY THAT, for value received, Salomon Grey Financial Corporation or registered assigns (the "Warrantholder") permitted by the terms of this Warrant Certificate, is the registered holder hereofowner of the number of Common Stock Purchase Warrants (each, Wing▇▇▇ ▇▇▇tners IIa "Warrant") set forth above, L.P.each Warrant entitling the owner thereof to purchase from Vizacom Inc., a Delaware limited partnership ("Wing▇▇▇"), or its registered assigns, is entitled to purchase from Kevco, Inc., a Texas corporation (the "Company"), at any time on or after June 30, 2001 and from time on or prior to time after the date hereof 5:00 P.M., New York City time, on December 31, 2003 (the "Initial Issue DateExpiration Time"), one duly authorized, validly issued, fully paid and nonassessable share (each, a "Warrant Share") of the common stock, par value $.001 per share ("Common Stock"), of the Company, at a price of $1.00 per share (the "Exercise Price"), all subject to the terms and on or before 5:00 p.m. Central Timeconditions contained herein. The number of Warrants evidenced by this Warrant Certificate (and the number and kind of securities which may be purchased upon exercise hereof) set forth above, on and the Expiration Date (Exercise Price per share set forth above, are as hereinafter defined) 295,455 of the date hereof. As provided herein, the Exercise Price and the number of shares of the Nonvoting Common Stock (as hereinafter defined) at or other securities which may be purchased upon the Basic Purchase Price (as hereinafter defined)exercise of the Warrants evidenced by this Warrant Certificate are, upon the happening of certain events, subject to modification and adjustment. This Warrant Certificate, together with any warrant certificate(s) issued in replacement or substitution hereof (as provided for herein) evidencing all or part of the termsWarrants evidenced hereby, are sometimes collectively referred to herein as the "Warrant Certificates." The rights of the registered holder of this Warrant Certificate shall be subject to the following further terms and conditions, and adjustments as hereinafter provided in Section 6.:
Appears in 1 contract
Sources: Financial Advisory and Investment Banking Agreement (Vizacom Inc)
ASSIGNMENT FORM. To Be Executed by The undersigned, being the Registered true and lawful owner of Holder Desiring Warrants to Transfer the Within Warrant purchase shares of ----------------------------------- For Value ReceivedCommon Stock of 11 Good Energy, the Undersigned registered holder Inc. hereby sells, assigns and transfers unto unto: Name: (Please typewrite or print in block letters) Address: Social Security Number/ Federal ID: the right to purchase Common Stock of _____________ represented by this Warrant to the extent of ________________________ the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, as to which such right is exercisable and does hereby irrevocably constitute and appoint _____________________________ as Attorney Attorney, to transfer the said Warrant same on the books of the Company (as defined in said Warrant)11 Good Energy, Inc. with full power of substitutionsubstitution in the premises. Dated: Name of Registered Holder: --------------------------------------- Holder Signature Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (, if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- Signed in the presence of ------------------------------- SUBSCRIPTION FORM To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, according to the conditions thereof, and herewith makes payment of the Purchase Price of such shares, $____________. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- 84 EXHIBIT A-3 NONVOTING WARRANT FOR 295,455 NONVOTING WARRANT SHARES held jointly THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WERE PURCHASED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999, BETWEEN KEVCO, INC. AND WING▇▇▇ ▇▇▇TNERS II, L.P. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT THEREOF HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES “ACT"”), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OFFERED OR OTHERWISE DISPOSED OF SOLD EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) UPON THE DELIVERY BY THE HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, STATING THAT AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE FROM REGISTRATION REQUIREMENTS OF THE SECURITIES UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS AND SECTION 3 OF THIS WARRANTIS AVAILABLE. No. of Nonvoting Shares: 295,455 Shares This warrant certificate (the “Warrant No. ____ WARRANT To purchase Nonvoting Common Stock of KEVCO, INC. July ___, 1999 THIS WARRANT CERTIFIES THAT, for value received, the registered holder hereof, WingCertificate”) certifies that ▇▇▇▇▇ ▇▇▇tners II, L.P., a Delaware limited partnership ("Wing▇▇▇"), ▇ or its registered assigns, is entitled to purchase from Kevco, Inc., a Texas corporation the registered holder (the "Company")“Holder”) of Warrants to purchase, at any time until 5:00 P.M. California time on May 9, 2017 (the “Expiration Date”), up to 200,000 fully-paid and from time non-assessable shares, subject to time after the date adjustment in accordance with Section 6 hereof (the "Initial Issue Date") and on or before 5:00 p.m. Central Time“Warrant Shares”), on the Expiration Date (as hereinafter defined) 295,455 shares of the Nonvoting common stock (the “Common Stock Stock”), of 11 GOOD ENERGY, INC., a Delaware corporation (as hereinafter defined) at the Basic Purchase Price (as hereinafter defined“Company”), subject to the termsterms and conditions set forth herein. The warrants represented by this Warrant Certificate and any warrants resulting from a transfer or subdivision of the warrants represented by this Warrant Certificate shall sometimes hereinafter be referred to, conditionsindividually, and adjustments as hereinafter provided a “Warrant” and, collectively, as the “Warrants.” This Warrant Certificate is being delivered in Section 6connection with the terms of an Employment Agreement dated May 9, 2012.
Appears in 1 contract
ASSIGNMENT FORM. To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- For Value ReceivedFOR VALUE RECEIVED, the Undersigned registered holder --------------------------------------- (Please type or print in block letters) hereby sells, assigns and transfers unto _______unto: Name: --------------------------------------------------------- (Please type or print in block letters) Taxpayer Identification Number: ---------------------------------------------------------- Address: ---------------------------------------------------------- ---------------------------------------------------------- ---------------------------------------------------------- this Warrant Certificate and the Warrants represented by this Warrant Certificate to the extent of ________________ the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, Warrants and does hereby irrevocably constitute and appoint ___________________________ as Attorney Attorney-in-Fact, to transfer the said Warrant same on the books of the Company (as defined in said Warrant), with full power of substitutionsubstitution in the premises. Name of Registered HolderDated: --------------------------------------- --------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent -------------------------------------------------------------- (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- Signed Signature must conform in all respects to the presence of ------------------------------- SUBSCRIPTION FORM To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises the right to purchase ______ shares name of the Nonvoting Common Stock covered by Warrantholder as set forth on the within Warrant, according to the conditions thereof, and herewith makes payment face of the Purchase Price of such shares, $____________. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- 84 EXHIBIT A-3 NONVOTING WARRANT FOR 295,455 NONVOTING WARRANT SHARES this Warrant Certificate.) Exhibit D --------- NEITHER THE WARRANTS REPRESENTED BY THIS WARRANT AND CERTIFICATE NOR THE SHARES OF COMMON STOCK OR ANY OTHER SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WERE PURCHASED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999, BETWEEN KEVCO, INC. AND WING▇▇▇ ▇▇▇TNERS II, L.P. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT SUCH WARRANTS HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED. SUCH WARRANTS HAVE BEEN ACQUIRED, AND ANY SHARES OF COMMON STOCK OR ANY STATE OTHER SECURITIES LAWISSUABLE UPON EXERCISE OF SUCH WARRANTS ARE REQUIRED TO BE ACQUIRED, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERREDASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH WARRANTS AND/OR PURSUANT TO AN EXEMPTION FROM, SUCH SHARES OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF OTHER SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH WARRANTS AND SECTION 3 SUCH SHARES OR OTHER SECURITIES TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND SUCH STATE SECURITIES LAWS. THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE ARE SUBJECT TO THE TERMS OF THIS WARRANTAN ESCROW AGREEMENT DATED AS OF JANUARY 2, 2001 AMONG THE COMPANY, SALOMON GREY FINANCIAL CORPORATION AND KAUFMAN & MOOMJI▇▇, ▇▇▇, A▇ ▇▇▇▇▇▇ AGENT VOID AFTER 5:00 P.M. ON DECEMBER 31, 2003 VIZACOM INC. WARRANT CERTIFICATE 200,000 COMMON STOCK PURCHASE WARRANTS Teaneck, New Jersey Warrant Certificate No. of Nonvoting Shares: 295,455 Shares Warrant No. ____ WARRANT To purchase Nonvoting Common Stock of KEVCOSGFC-4 January 2, INC. July ___, 1999 2001 THIS WARRANT CERTIFIES IS TO CERTIFY THAT, for value received, Salomon Grey Financial Corporation or registered assigns (the "Warrantholder") permitted by the terms of this Warrant Certificate, is the registered holder hereofowner of the number of Common Stock Purchase Warrants (each, Wing▇▇▇ ▇▇▇tners IIa "Warrant") set forth above, L.P.each Warrant entitling the owner thereof to purchase from Vizacom Inc., a Delaware limited partnership ("Wing▇▇▇"), or its registered assigns, is entitled to purchase from Kevco, Inc., a Texas corporation (the "Company"), at any time on or after December 31, 2001 and from time on or prior to time after the date hereof 5:00 P.M., New York City time, on December 31, 2003 (the "Initial Issue DateExpiration Time"), one duly authorized, validly issued, fully paid and nonassessable share (each, a "Warrant Share") of the common stock, par value $.001 per share ("Common Stock"), of the Company, at a price of $1.00 per share (the "Exercise Price"), all subject to the terms and on or before 5:00 p.m. Central Timeconditions contained herein. The number of Warrants evidenced by this Warrant Certificate (and the number and kind of securities which may be purchased upon exercise hereof) set forth above, on and the Expiration Date (Exercise Price per share set forth above, are as hereinafter defined) 295,455 of the date hereof. As provided herein, the Exercise Price and the number of shares of the Nonvoting Common Stock (as hereinafter defined) at or other securities which may be purchased upon the Basic Purchase Price (as hereinafter defined)exercise of the Warrants evidenced by this Warrant Certificate are, upon the happening of certain events, subject to modification and adjustment. This Warrant Certificate, together with any warrant certificate(s) issued in replacement or substitution hereof (as provided for herein) evidencing all or part of the termsWarrants evidenced hereby, are sometimes collectively referred to herein as the "Warrant Certificates." The rights of the registered holder of this Warrant Certificate shall be subject to the following further terms and conditions, and adjustments as hereinafter provided in Section 6.:
Appears in 1 contract
Sources: Financial Advisory and Investment Banking Agreement (Vizacom Inc)
ASSIGNMENT FORM. To Be Executed by If you the Registered Holder Desiring want to Transfer assign this Note, fill in the Within Warrant of ----------------------------------- For Value Received, the Undersigned registered holder hereby sells, assigns form below and transfers unto have your signature guaranteed: I or we assign and transfer this Note to: _______________________ the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, and does hereby irrevocably constitute and appoint _____________________________________________________ as Attorney to transfer the said Warrant on the books of the Company (as defined in said Warrant), with full power of substitution. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- Signed in the presence of ------------------------------- SUBSCRIPTION FORM To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, according to the conditions thereof, and herewith makes payment of the Purchase Price of such shares, $____________. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- 84 EXHIBIT A-3 NONVOTING WARRANT FOR 295,455 NONVOTING WARRANT SHARES THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WERE PURCHASED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999, BETWEEN KEVCO, INC. AND WING▇▇▇ ▇▇▇TNERS II, L.P. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND SECTION 3 OF THIS WARRANT. No. of Nonvoting Shares: 295,455 Shares Warrant No. ____________________________________________________________________ WARRANT To purchase Nonvoting Common Stock of KEVCO, INC. July ________________________________________________________________________________ (PRINT OR TYPE NAME, 1999 ADDRESS AND ZIP CODE AND SOCIAL SECURITY OR TAX ID NUMBER OF ASSIGNEES) and irrevocably appoint, ______________ agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. Dated: Signed: ------------------- ------------------------------- ------------------- ------------------------------- (SIGN EXACTLY AS NAME APPEARS ON THE OTHER SIDE OF THIS WARRANT CERTIFIES THATNOTE.) SIGNATURE GUARANTEE: ----------------------------------------------- Notice: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. [Form of Guarantee of Note] --------------------------- For good and valuable consideration receipt of which is hereby acknowledged, for value receivedand intending to be legally bound hereby, each of Indiana Gas Company, Inc., Southern Indiana Gas and Electric Company, and Vectren Energy Delivery of Ohio, Inc. (together with each other subsidiary of the Company that pursuant to the terms of the Indenture guarantees the Company's obligations under the Notes and the Indenture, the registered holder hereof, Wing▇▇▇ ▇▇▇tners II, L.P., a Delaware limited partnership "Guarantors") hereby unconditionally and jointly and severally guarantees to the Holder of the note (the "Wing▇▇▇Note"), or its registered assignsauthenticated and delivered by the Trustee, is entitled to purchase from Kevco, Inc., a Texas corporation upon which this guarantee (the "CompanyGuarantee")) is endorsed, the due and punctual payment of the principal of and interest on, and any Redemption Price with respect to, the Note, when and as the same shall become due and payable, whether at Stated Maturity, upon acceleration or redemption or otherwise, in accordance with the terms of this Note and of the Indenture. The Guarantors agree to determine, at any time and from time least one Business Day prior to time after the date hereof upon which a payment of principal of and/or interest on, and any Redemption Price with respect to, the Note, is due and payable, whether the Company has available the funds to make such payment as the same shall become due and payable. In case of the failure of the Company to punctually pay any such principal of or interest on, and any Redemption Price with respect to, the Note, the Guarantors hereby agree to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, upon acceleration or redemption or otherwise, and as if such payment were made by the Company. The Guarantors hereby agree that their obligations hereunder shall be as principal and not merely as surety, and shall be unconditional, irrevocable, and absolute, irrespective of, and shall be unaffected by, any invalidity, irregularity, or unenforceability of the Note or such Indenture, any failure to enforce the provisions of the Note or the Indenture, or any waiver, modification, consent or indulgence granted to the Company with respect thereto (unless the same shall also be provided to the Guarantors) by the Holder of the Note or the Trustee with respect to any provisions thereof, the recovery of any judgment against the Company or any action to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or of a guarantor. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any the Note or the indebtedness evidenced thereby, and all demands whatsoever and covenants that this Guarantee will not be discharged except by payment in full of the principal of and interest on, and any Redemption Price with respect to, the Note and the complete performance of the obligations contained in the Note, this Guarantee and the Indenture. The Guarantors shall be subrogated to all rights of the Holder of the Note against the Company in respect of all amounts paid to such Holder by the Guarantors pursuant to the provisions of this Guarantee; provided, however, that the Guarantors shall not, without the consent of the Holders of all of the outstanding Notes (the "Initial Issue DateNotes") and on or before 5:00 p.m. Central Time, on the Expiration Date (as hereinafter defined) 295,455 shares of the Nonvoting Common Stock series of which the Note is a part, be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of and interest on, and any Redemption Price with respect to, all Notes shall have been paid in full or payment thereof shall have been provided for and all other obligations contained in the Notes, the related Guarantees and the Indenture shall have been performed. If any amount shall be paid to any Guarantor in violation of the preceding sentence and all amounts payable in respect of the Notes shall not have been paid in full, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid to the Trustee for the benefit of the Holders to be credited and applied upon such amounts. Each Guarantor acknowledges that it will receive direct and indirect benefits from the issuance of the Notes pursuant to this Indenture. Notwithstanding anything to the contrary contained herein, if following any payment of the principal, Redemption Price or interest by the Company in respect of the Notes to the Holders of the Notes it is determined by a final decision of a court of competent jurisdiction that such payment shall be avoided by a trustee in bankruptcy (including any debtor-in-possession) as hereinafter defined) at a preference under 11 U.S.C. Section 547 and such payment is returned by such Holder to such trustee in bankruptcy, then the Basic Purchase Price (obligations of the Guarantors hereunder shall remain in full force and effect to the extent of such repayment. Notwithstanding anything to the contrary contained herein, this Guarantee shall be, and hereby is, limited to the maximum amount that may be guaranteed by the applicable Guarantor without rendering this Guarantee, as hereinafter defined)it relates to such Guarantor, voidable under any applicable law relating to fraudulent conveyance, fraudulent transfer or similar laws affecting the rights of creditors generally. This Guarantee is intended for the benefit of the Trustee and each of the Holders of the Notes and shall be enforceable by such Trustee and such Holders. This Guarantee is subject to termination in accordance with the terms, conditions, and adjustments as hereinafter provided in Section 6provisions of Article 10 of the Indenture. This Guarantee shall be governed by the laws of the State of Indiana without regard to principles of conflicts of law.
Appears in 1 contract
Sources: Third Supplemental Indenture (Vectren Utility Holdings Inc)
ASSIGNMENT FORM. To Be Executed by If you the Registered Holder Desiring want to Transfer assign this Note, fill in the Within Warrant of ----------------------------------- For Value Received, the Undersigned registered holder hereby sells, assigns form below and transfers unto have your signature guaranteed: I or we assign and transfer this Note to: _______________________ the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, and does hereby irrevocably constitute and appoint ____________________________________________________ as Attorney to transfer the said Warrant on the books of the Company (as defined in said Warrant), with full power of substitution. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- Signed in the presence of ------------------------------- SUBSCRIPTION FORM To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, according to the conditions thereof, and herewith makes payment of the Purchase Price of such shares, $____________. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- 84 EXHIBIT A-3 NONVOTING WARRANT FOR 295,455 NONVOTING WARRANT SHARES THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WERE PURCHASED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999, BETWEEN KEVCO, INC. AND WING▇▇▇ ▇▇▇TNERS II, L.P. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND SECTION 3 OF THIS WARRANT. No. of Nonvoting Shares: 295,455 Shares Warrant No. ___________________________________________________________________ WARRANT To purchase Nonvoting Common Stock (Print or type name, address and zip code and social security or tax ID number of KEVCOassignee) and irrevocably appoint , INCagent to transfer this Note on the books of the Company. July The agent may substitute another to act for him. Dated: ________________________ Signed: ________________________ (Sign exactly as name appears on the other side of this Note) Signature Guarantee: ______________________________________ If you want to elect to have this Note repurchased by the Company pursuant to Section 10.5 of the Indenture, 1999 THIS WARRANT CERTIFIES THATcheck the box below: If you want to elect to have only part of this Note repurchased by the Company pursuant to Section 10.5 of the Indenture, for value receivedstate the amount you elect to have repurchased: $ ________________________ Dated: ________________________ ________________________ NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever and be guaranteed by the endorser's bank or broker. Signature Guarantee: ______________________________________ No. B-______ $[43,200,000] MESA AIR GROUP, the registered holder hereof, Wing▇▇▇ ▇▇▇tners II, L.P.INC., a Delaware limited partnership ("Wing▇▇▇"), or its registered assigns, is entitled to purchase from Kevco, Inc., a Texas Nevada corporation (the "Company"," which term includes any successor entity), at any time and from time for value received promises to time after pay to Cede & Co. or registered assigns, the date hereof (the "Initial Issue Date") and on or before 5:00 p.m. Central Timeprincipal sum of FORTY THREE MILLION TWO HUNDRED THOUSAND DOLLARS, on the Expiration Date (as hereinafter defined) 295,455 shares of the Nonvoting Common Stock (as hereinafter defined) at the Basic Purchase Price (as hereinafter defined)_________ ___, subject 2016. Interest Payment Dates: March 31, June 30, September 30 and December 31, beginning on _________ ___, 20___. Record Dates: March 15, June 15, September 15 and December 15. Reference is made to the termsfurther provisions of this Note contained herein, conditions, and adjustments which will for all purposes have the same effect as hereinafter provided in Section 6if set forth at this place.
Appears in 1 contract
Sources: Indenture (Mesa Air New York, Inc.)
ASSIGNMENT FORM. To Be Executed by If you the Registered Holder Desiring holder want to Transfer assign this Note, fill in the Within Warrant of ----------------------------------- For Value Received, the Undersigned registered holder hereby sells, assigns form below and transfers unto _______________________ the right have your signature guaranteed: I or we assign and transfer this Note to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, and does hereby irrevocably constitute and appoint (Insert assignee's social security or tax ID number)___________________________ as Attorney to transfer the said Warrant on the books of the Company (as defined in said Warrant), with full power of substitution. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- Signed in the presence of ------------------------------- SUBSCRIPTION FORM To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, according to the conditions thereof, and herewith makes payment of the Purchase Price of such shares, $_______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ (Print or type assignee's name, address and zip code) and irrevocably appoint agent to transfer this Note on the books of the Company. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- 84 EXHIBIT A-3 NONVOTING WARRANT FOR 295,455 NONVOTING WARRANT SHARES THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WERE PURCHASED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999, BETWEEN KEVCO, INC. AND WING▇▇▇ ▇▇▇TNERS II, L.P. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND SECTION 3 OF THIS WARRANT. No. of Nonvoting Shares: 295,455 Shares Warrant NoThe agent may substitute another to act for such agent. ____ WARRANT To purchase Nonvoting Common Stock of KEVCO, INC. July ____________________________________________________________________________ Date: ______________ Your signature: ________________________________________ (Sign exactly as your name appears on the other side of this Note) By: ____________________________________ NOTICE: To be executed by an executive officer Signature Guarantee:____________________ EXHIBIT B --------- FORM OF LEGEND FOR BOOK-ENTRY SECURITIES Any Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, 1999 AND NO TRANSFER OF THIS WARRANT CERTIFIES THATNOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, for A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. EXHIBIT C --------- FORM OF NOTE GUARANTEE ---------------------- For value received, the registered holder hereofundersigned hereby fully and unconditionally guarantees to the Holder of this Note the cash payments in United States dollars of principal of, Wing▇▇▇ ▇▇▇tners IIpremium, L.P.if any, a Delaware limited partnership ("Wing▇▇▇")and interest on this Note in the amounts and at the time when due and interest on the overdue principal, premium, if any, and interest, if any, on this Note, if lawful, and the payment or performance of all other obligations of the Company under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article Twelve of the Indenture and this Note Guarantee. This Note Guarantee will become effective in accordance with Article Twelve of the Indenture and its registered assignsterms shall be evidenced therein. The validity and enforceability of any Note Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of November 9, is entitled to purchase from Kevco1998, Inc.by and among Saks Incorporated, a Texas corporation the undersigned and The First National Bank of Chicago, as Trustee, as amended or supplemented (the "CompanyIndenture"), at any time and from time to time after the date hereof (the "Initial Issue Date") and on or before 5:00 p.m. Central Time, on the Expiration Date (as hereinafter defined) 295,455 shares . The obligations of the Nonvoting Common Stock (as hereinafter defined) at undersigned to the Basic Purchase Price (as hereinafter defined)Holders of Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article Twelve of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee and all of the other provisions of the Indenture to which this Note Guarantee relates. THIS NOTE GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE SUBSIDIARY GUARANTOR HEREUNDER AGREES TO SUBMIT TO THE NON- EXCLUSIVE JURISDICTION OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE NOTES OR THIS NOTE GUARANTEE. This Note Guarantee is subject to release upon the terms, conditions, and adjustments as hereinafter provided terms set forth in Section 6the Indenture.
Appears in 1 contract
Sources: Indenture (Saks Inc)
ASSIGNMENT FORM. To Be Executed by assign this Security, fill in the Registered Holder Desiring form below: I or we assign and transfer this Security to Transfer (Print or type assignee's name, address and zip code) (Insert assignee's soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Security on the Within Warrant books of ----------------------------------- For Value Received, the Undersigned registered holder hereby sells, assigns and transfers unto Company. The agent may substitute another to act for him. ----------------------------------------------------------- Date: Your Signature: ---------------- --------------------- ----------------------------------------------------------- Sign exactly as your name appears on the other side of this Security. -------------------------------------------------------------------------------- Signature Guarantee: -------------------------------------------------------------------------------- Date: _______________________ the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, and does hereby irrevocably constitute and appoint ___________________________ as Attorney Signature must be guaranteed by a Signature of Signature Guarantee participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee -------------------------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: Date of Amount of decrease Amount of increase Principal amount of Signature of Exchange in Principal Amount in Principal Amount this Global Security authorized signatory of this Global of this Global following such of Trustee or Security Security decrease or increase Securities Custodian OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 (ASSET SALE) OR 4.13 (CHANGE OF CONTROL) OF THE INDENTURE, CHECK THE BOX: [ ] IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 OR 4.13 OF THE INDENTURE, STATE THE AMOUNT: $ DATE: YOUR SIGNATURE: ------------------ ------------------ (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE SECURITY) SIGNATURE GUARANTEE: --------------------------------------- SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE. EXHIBIT B Form of Transferee Letter of Representation [Company] In care of [ ] [ ] [ ] Ladies and Gentlemen: This certificate is delivered to request a transfer the said Warrant on the books of $[ ] principal amount of the Company 7.5% Senior Secured Notes due 2015 (as defined in said Warrant), with full power the "Securities") of substitution. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- Signed in the presence of ------------------------------- SUBSCRIPTION FORM To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, according to the conditions thereof, and herewith makes payment of the Purchase Price of such shares, $____________. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- 84 EXHIBIT A-3 NONVOTING WARRANT FOR 295,455 NONVOTING WARRANT SHARES THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WERE PURCHASED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999, BETWEEN KEVCO, INC. AND WING▇▇▇ ▇▇▇TNERS II, L.P. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND SECTION 3 OF THIS WARRANT. No. of Nonvoting Shares: 295,455 Shares Warrant No. ____ WARRANT To purchase Nonvoting Common Stock of KEVCO, INC. July ___, 1999 THIS WARRANT CERTIFIES THAT, for value received, the registered holder hereof, Wing▇▇▇ ▇▇▇tners II, L.P., a Delaware limited partnership ("Wing▇▇▇"), or its registered assigns, is entitled to purchase from Kevco, Inc., a Texas corporation Rite Aid Corporation (the "Company"). Upon transfer, at any time and from time to time after the date hereof (Securities would be registered in the "Initial Issue Date") and on or before 5:00 p.m. Central Time, on the Expiration Date (as hereinafter defined) 295,455 shares name of the Nonvoting Common Stock (new beneficial owner as hereinafter defined) at the Basic Purchase Price (as hereinafter defined), subject follows: Name: ------------------------ Address: --------------------- Taxpayer ID Number: ----------- The undersigned represents and warrants to the terms, conditions, and adjustments as hereinafter provided in Section 6.you that:
Appears in 1 contract
Sources: Indenture (Rite Aid Corp)
ASSIGNMENT FORM. To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- For Value ReceivedFOR VALUE RECEIVED, the Undersigned registered holder --------------------------------------- (Please type or print in block letters) hereby sells, assigns and transfers unto _______unto: Name: --------------------------------------------------------- (Please type or print in block letters) Taxpayer --------------------------------------------------------- Identification Number: --------------------------------------------------------- Address: --------------------------------------------------------- --------------------------------------------------------- --------------------------------------------------------- this Warrant Certificate and the Warrants represented by this Warrant Certificate to the extent of ________________ the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, Warrants and does hereby irrevocably constitute and appoint ___________________________ as Attorney Attorney-in-Fact, to transfer the said Warrant same on the books of the Company (as defined in said Warrant), with full power of substitutionsubstitution in the premises. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- Signed Signature: ----------------------------------------------------------- (Signature must conform in all respects to the presence of ------------------------------- SUBSCRIPTION FORM To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises the right to purchase ______ shares name of the Nonvoting Common Stock covered by Warrantholder as set forth on the within Warrant, according to the conditions thereof, and herewith makes payment face of the Purchase Price of such shares, $____________. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- 84 this Warrant Certificate.) EXHIBIT A-3 NONVOTING WARRANT FOR 295,455 NONVOTING WARRANT SHARES B NEITHER THE WARRANTS REPRESENTED BY THIS WARRANT AND CERTIFICATE NOR THE SHARES OF COMMON STOCK OR ANY OTHER SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WERE PURCHASED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999, BETWEEN KEVCO, INC. AND WING▇▇▇ ▇▇▇TNERS II, L.P. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT SUCH WARRANTS HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED. SUCH WARRANTS HAVE BEEN ACQUIRED, AND ANY SHARES OF COMMON STOCK OR ANY STATE OTHER SECURITIES LAWISSUABLE UPON EXERCISE OF SUCH WARRANTS ARE REQUIRED TO BE ACQUIRED, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERREDASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH WARRANTS AND/OR PURSUANT TO AN EXEMPTION FROM, SUCH SHARES OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF OTHER SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH WARRANTS AND SECTION 3 OF THIS WARRANTSUCH SHARES OR OTHER SECURITIES TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND SUCH STATE SECURITIES LAWS. VOID AFTER 5:00 P.M. ON JANUARY 14, 2004 VIZACOM INC. WARRANT CERTIFICATE 100,000 COMMON STOCK PURCHASE WARRANTS Teaneck, New Jersey Warrant Certificate No. of Nonvoting Shares: 295,455 Shares Warrant No. ____ WARRANT To purchase Nonvoting Common Stock of KEVCOSOS-2 January 15, INC. July ___, 1999 2001 THIS WARRANT CERTIFIES IS TO CERTIFY THAT, for value received, SOS Resource Services, Inc. or registered assigns (the "Warrantholder") permitted by the terms of this Warrant Certificate, is the registered holder hereofowner of the number of Common Stock Purchase Warrants (each, Wing▇▇▇ ▇▇▇tners IIa "Warrant") set forth above, L.P.each Warrant entitling the owner thereof to purchase from Vizacom Inc., a Delaware limited partnership ("Wing▇▇▇"), or its registered assigns, is entitled to purchase from Kevco, Inc., a Texas corporation (the "Company"), at any time commencing July 15, 2001 and from time on or prior to time after the date hereof 5:00 P.M., New York City time, on January 14, 2004 (the "Initial Issue DateExpiration Time"), one duly authorized, validly issued, fully paid and nonassessable share (each, a "Warrant Share") of the common stock, par value $.001 per share ("Common Stock"), of the Company, at a price of $1.00 per share (the "Exercise Price"), all subject to the terms and on or before 5:00 p.m. Central Timeconditions contained herein. The number of Warrants evidenced by this Warrant Certificate (and the number and kind of securities which may be purchased upon exercise hereof) set forth above, on and the Expiration Date (Exercise Price per share set forth above, are as hereinafter defined) 295,455 of the date hereof. As provided herein, the Exercise Price and the number of shares of the Nonvoting Common Stock (as hereinafter defined) at or other securities which may be purchased upon the Basic Purchase Price (as hereinafter defined)exercise of the Warrants evidenced by this Warrant Certificate are, upon the happening of certain events, subject to modification and adjustment. This Warrant Certificate, together with any warrant certificate(s) issued in replacement or substitution hereof (as provided for herein) evidencing all or part of the termsWarrants evidenced hereby, are sometimes collectively referred to herein as the "Warrant Certificates." The rights of the registered holder of this Warrant Certificate shall be subject to the following further terms and conditions, and adjustments as hereinafter provided in Section 6.:
Appears in 1 contract
Sources: Consulting Agreement (Vizacom Inc)
ASSIGNMENT FORM. (To Be Executed by assign the Registered Holder Desiring foregoing warrant, execute this form and supply required information. Do not use this form to Transfer the Within Warrant of ----------------------------------- For Value Receivedpurchase shares.) FOR VALUE RECEIVED, the Undersigned registered holder foregoing Warrant and all rights evidenced thereby are hereby sells, assigns and transfers unto assigned to _______________________ the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, and does hereby irrevocably constitute and appoint ___________________________ as Attorney to transfer the said Warrant on the books of the Company (as defined in said Warrant), with full power of substitutionwhose address is ---------------------------------------------------------------. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- --------------------------------------------------------------- Dated: ------------------------- Signed in the presence of ------------------------------- SUBSCRIPTION FORM To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, according to the conditions thereof, and herewith makes payment of the Purchase Price of such shares, $____________. Name of Registered __, 1998 Holder: --------------------------------------- 's Signature: --------------------------------------- Title _____________________________ Holder's Address: _____________________________ ----------------------------- Signature Guaranteed: ___________________________________________ NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of Signing Officer --------------------------------------- the Warrant, without alteration or Agent (if any): Address enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- 84 EXHIBIT A-3 NONVOTING WARRANT corporations and those acting in an fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. THESE SECURITIES HAVE BEEN ACQUIRED FOR 295,455 NONVOTING WARRANT SHARES THIS WARRANT INVESTMENT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WERE PURCHASED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999, BETWEEN KEVCO, INC. AND WING▇▇▇ ▇▇▇TNERS II, L.P. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND . SUCH SECURITIES MAY NOT BE OFFEREDOFFERED OR SOLD OR TRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT WHICH, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT IN THE CASE OF EXCEPT AN EXEMPTION PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROMRULE 144 UNDER SAID ACT, OR IS CONFIRMED IN A TRANSACTION NOT SUBJECT TO, LEGAL OPINION SATISFACTORY TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND SECTION 3 OF THIS WARRANTCOMPANY. No. of Nonvoting Shares: 295,455 Shares Warrant No. ____ STOCK PURCHASE WARRANT To purchase Nonvoting Purchase 100,000 Shares of Common Stock of KEVCOSPATIALIZER AUDIO LABORATORIES, INC. July ___, 1999 THIS WARRANT CERTIFIES THATthat, for value received, CARDINAL CAPITAL MANAGEMENT, INC. ("Cardinal"), is entitled, upon the registered holder hereofterms and subject to the conditions hereinafter set forth, Wing▇▇▇ ▇▇▇tners IIat any time after the date hereof and on or prior to April 15, L.P.2001 (the "Termination Date") but not thereafter, to subscribe for and purchase from SPATIALIZER AUDIO LABORATORIES, INC., a Delaware limited partnership ("Wing▇▇▇"), or its registered assigns, is entitled to purchase from Kevco, Inc., a Texas corporation (the "Company"), at any time and from time to time after the date hereof One Hundred Thousand (100,000) shares of Common Stock (the "Initial Issue DateWarrant Shares") and on or before 5:00 p.m. Central Time, on the Expiration Date (as hereinafter defined) 295,455 shares ). The purchase price of the Nonvoting one share of Common Stock (the "Exercise Price") under this Warrant shall be One Hundred Twenty (120%) percent of the average closing bid prices of the Common Stock as hereinafter definedquoted by Bloomberg, LP for the ten (10) at trading days immediately preceding April 15, 1998. The Exercise Price and the Basic Purchase Price (as hereinafter defined), number of shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. This Warrant is being issued to Cardinal as compensation for its services in arranging the terms7% Convertible Preferred Stock Series A Subscription Agreement dated April 15, conditions1998, in the amount of Two Million ($2,000,000) Dollars (the "Agreement") between the Company and adjustments certain institutional investors. Capitalized terms not otherwise defined herein shall have that meaning as hereinafter provided set forth in Section 6the Agreement. In the event of any conflict between the terms of this Warrant and the Agreement, the Agreement shall control.
Appears in 1 contract
Sources: Subscription Agreement (Spatializer Audio Laboratories Inc)
ASSIGNMENT FORM. To Be Executed by If you the Registered Holder Desiring want to Transfer assign this Note, fill in the Within Warrant form below and have your signature guaranteed: I or we assign and transfer this Note to: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Print or type name, address and zip code and social security or tax ID number of ----------------------------------- For Value Received, the Undersigned registered holder hereby sells, assigns assignees) and transfers unto _______________________ the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, and does hereby irrevocably constitute and appoint ___________________________ as Attorney --------------------------------------------------------- agent to transfer the said Warrant this Note on the books of the Company (as defined in said Warrant), with full power of substitutionCompany. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- The agent may substitute another to act for him. Dated: Signed: ------------------------- Signed -------------------------------------- -------------------------------------- (Sign exactly as name appears on the other side of the Note) Signature Guarantee: ------------------------------------------------------------ NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. The undersigned Guarantor (capitalized terms used herein have the meanings given such terms in the presence of ------------------------------- SUBSCRIPTION FORM To Be Executed by Indenture referred to in the Registered Holder Desiring Note upon which this notation is endorsed) hereby unconditionally guarantees (such guarantee being referred to Transfer herein as the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises "Guarantee") the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, according to the conditions thereof, due and herewith makes punctual payment of the Purchase Price of such sharesprincipal of, $____________. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (premium, if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- 84 EXHIBIT A-3 NONVOTING WARRANT FOR 295,455 NONVOTING WARRANT SHARES THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WERE PURCHASED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999and interest on the 5.700% Notes due March 1, BETWEEN KEVCO, INC. AND WING▇▇▇ ▇▇▇TNERS II, L.P. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND SECTION 3 OF THIS WARRANT. No. of Nonvoting Shares: 295,455 Shares Warrant No. ____ WARRANT To purchase Nonvoting Common Stock of KEVCO, INC. July ___, 1999 THIS WARRANT CERTIFIES THAT, for value received, the registered holder hereof, Wing▇▇▇ ▇▇▇tners II, L.P., a Delaware limited partnership ("Wing▇▇▇"), or its registered assigns, is entitled to purchase from Kevco, Inc., a Texas corporation 2007 (the "Company"), at any time and from time to time after the date hereof (the "Initial Issue DateNotes") which this Guarantee accompanies, whether at maturity, by acceleration or otherwise, the due and on or before 5:00 p.m. Central Time, punctual payment of interest on the Expiration Date (as hereinafter defined) 295,455 shares overdue principal, premium and interest on the Notes, and the due and punctual performance of all other obligations of the Nonvoting Common Stock (as hereinafter defined) at Company to the Basic Purchase Price (as hereinafter defined)Holders or the Trustee, all in accordance with the terms set forth in Article Two of the Guarantee Agreement. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Notes upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. This Guarantee is subject to release upon the terms, conditions, and adjustments as hereinafter provided terms set forth in Section 6the Guarantee Agreement.
Appears in 1 contract
ASSIGNMENT FORM. To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- For Value ReceivedFOR VALUE RECEIVED, the Undersigned registered holder undersigned hereby sellssell(s), assigns assign(s) and transfers transfer(s) unto _______________________ the right to purchase ______ shares Please Insert Social Security or ---------------------------------------- Other Identifying Number of the Nonvoting Common Stock covered by Assignee ---------------------------------------- PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- the within Warrant, Debenture of WESTERN ATLAS INC. and does hereby irrevocably constitute and appoint ___________________________ as Attorney -------------------------------------------------------------------------------- attorney to transfer the said Warrant Debenture on the books of the Company (as defined in said Warrant)Company, with full power of substitutionsubstitution in the premises. Name of Registered HolderDated: --------------------------------------- Your Signature: --------------------------------------- Title --------------------------- ------------------------- NOTICE: The signature of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- Signed in this assignment must correspond with the presence of ------------------------------- SUBSCRIPTION FORM To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises the right to purchase ______ shares of the Nonvoting Common Stock covered by name as written upon the within Warrantinstrument in every particular, according to the conditions thereof, and herewith makes payment of the Purchase Price of such shares, $____________without alteration or enlargement or any change whatever. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- 84 EXHIBIT A-3 NONVOTING WARRANT FOR 295,455 NONVOTING WARRANT SHARES THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WERE PURCHASED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999, BETWEEN KEVCO, WESTERN ATLAS INC. AND WING▇-▇/▇% ▇▇▇▇ ▇▇▇ ▇▇▇TNERS II▇ ▇▇ this Security is registered in the name of The Depository Trust Company (the "Depositary") (55 Water Street, L.P. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933New York, AS AMENDED (THE "SECURITIES ACT")New York) or its nominee, OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND SECTION 3 OF THIS WARRANT. No. of Nonvoting Shares: 295,455 Shares Warrant No. ____ WARRANT To purchase Nonvoting Common Stock of KEVCO, INC. July ___, 1999 THIS WARRANT CERTIFIES THAT, for value received, the registered holder hereof, Wingthis Secur▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇tners II▇▇t as a whole by the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary unless and until this Security is exchanged in whole or in part for Securities in definitive form. Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, L.P.exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any payment is made to Cede & Co. or such other entity as is requested by such authorized representative, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. CUSIP No.: 957674 AC 8 No. N-1 $150,000,000 WESTERN ATLAS INC., a corporation duly organized and existing under the laws of the State of Delaware limited partnership ("Wing▇▇▇"), or its registered assigns, is entitled to purchase from Kevco, Inc., a Texas corporation (herein called the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of One Hundred Fifty Million Dollars on June 15, 2004, and to pay interest thereon from June 15, 1994 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 15 and December 15 in each year, commencing December 15, 1994, at the rate of 7-7/8% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and from upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose in The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to time after the date hereof (address of the "Initial Issue Date") and on or before 5:00 p.m. Central Time, Person entitled thereto as such address shall appear in the Security Register. Reference is hereby made to the further provisions of this Security set forth on the Expiration Date (reverse hereof, which further provisions shall for all purposes have the same effect as hereinafter defined) 295,455 shares if set forth at this place. Unless the certificate of authentication hereon has been executed by the Nonvoting Common Stock (as hereinafter defined) at Trustee referred to on the Basic Purchase Price (as hereinafter defined)reverse hereof by manual signature, subject this Security shall not be entitled to any benefit under the terms, conditions, and adjustments as hereinafter provided in Section 6Indenture or be valid or obligatory for any purpose.
Appears in 1 contract
Sources: Indenture (Baker Hughes Inc)
ASSIGNMENT FORM. (To Be Executed by assign the Registered Holder Desiring foregoing warrant, execute this form and supply required information. Do not use this form to Transfer the Within Warrant of ----------------------------------- For Value Receivedpurchase shares.) FOR VALUE RECEIVED, the Undersigned registered holder foregoing Warrant and all rights evidenced thereby are hereby sells, assigns and transfers unto assigned to _______________________ the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, and does hereby irrevocably constitute and appoint ___________________________ as Attorney to transfer the said Warrant on the books of the Company (as defined in said Warrant), with full power of substitutionwhose address is ----------------------------------------------------------------------. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- ---------------------------------------------------------------------- Dated: ------------------------- Signed in the presence of ------------------------------- SUBSCRIPTION FORM To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, according to the conditions thereof, and herewith makes payment of the Purchase Price of such shares, $____________. Name of Registered __, 1998 Holder: --------------------------------------- 's Signature: --------------------------------------- Title _____________________________ Holder's Address: _____________________________ ----------------------------- Signature Guaranteed: ___________________________________________ NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of Signing Officer --------------------------------------- the Warrant, without alteration or Agent enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in an fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- 84 EXHIBIT A-3 NONVOTING WARRANT FOR 295,455 NONVOTING WARRANT SHARES THIS WARRANT AND THE "COMMISSION") OR THE SECURITIES ISSUABLE UPON EXERCISE COMMISSION OF THIS WARRANT WERE PURCHASED ANY STATE PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999, BETWEEN KEVCO, INC. AND WING▇▇▇ ▇▇▇TNERS II, L.P. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), . THIS SUBSCRIPTION AGREEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR ANY STATE SECURITIES LAW, AND SUCH SOLICITATION WOULD BE UNLAWFUL. THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE DISPOSED OF ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROMUNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS, OR IN A TRANSACTION NOT SUBJECT TO, WHICH IS EXEMPT FROM REGISTRATION UNDER THE REGISTRATION REQUIREMENTS PROVISIONS OF THE SECURITIES ACT AND UNDER PROVISIONS OF APPLICABLE STATE SECURITIES LAWS AND SECTION 3 OF THIS WARRANTLAWS. No. of Nonvoting Shares: 295,455 Shares Warrant No. ____ WARRANT To purchase Nonvoting Common Stock of KEVCO7% CONVERTIBLE SERIES A PREFERRED STOCK SUBSCRIPTION AGREEMENT SPATIALIZER AUDIO LABORATORIES, INC. July ___THIS AGREEMENT is executed in reliance upon the transaction exemption afforded by Regulation D as promulgated by the Securities and Exchange Commission ("SEC"), 1999 THIS WARRANT CERTIFIES THATunder the Securities Act of 1933, for value receivedas amended (the "Act"). This Agreement has been executed by the undersigned in connection with the private placement of the 7% Convertible Series A Preferred Stock (hereinafter referred to as the "Preferred Stock") of Spatializer Audio Laboratories, the registered holder hereofInc. (Nasdaq Small Cap Stock Market symbol "SPAZ"), Winglocated at 2070▇ ▇▇▇▇▇▇▇ ▇▇▇tners II, L.P., a Delaware limited partnership ("Wing▇▇▇")▇▇▇, or its registered assigns▇▇▇▇▇ ▇▇▇, is entitled ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ corporation organized under the laws of Delaware, USA (hereinafter referred to purchase from Kevco, Inc., a Texas corporation (as the "Company"). The terms on which the Preferred Stock may be converted into common stock of the Company, at any time $0.01 par value per share,(the "Common Stock") and from time the other terms of the Preferred Stock are set forth in the Certificate of Designation of the 7% Convertible Preferred Stock Series A (Exhibit A annexed hereto). In addition, the Company will sell to time after the date hereof Subscribers listed on Schedule A annexed hereto (the "Initial Issue DateSubscribers" or "Purchasers"), a warrant (the "Warrant") to purchase One Hundred Fifty Thousand (150,000) shares of Common Stock of the Company for each One Million ($1,000,000) Dollars funded hereunder (such number of shares of Common Stock underlying the Warrants shall be pro rated for each subscription amount) and on or before 5:00 p.m. Central Time, on shall be exercisable for a period of three (3) years from the Expiration Closing Date (as hereinafter defined) 295,455 shares defined herein), as per the terms of a separate Stock Purchase Warrant (Exhibit B annexed hereto). This Subscription and, if accepted by the Company, the offer and sale of the Nonvoting Preferred Stock, Warrants and the Common Stock underlying the Warrant and Preferred Stock (as hereinafter defined) at collectively the Basic Purchase Price (as hereinafter defined"Securities"), subject to are being made in reliance upon the termsprovisions of Regulation D under the Act. The Closing Date shall be determined in accordance with Sections 1.1 and 15 herein. Aton Select Fund, conditionsLtd., the Subscriber listed on Schedule A annexed hereto ("Subscriber") hereby represents and warrants to, and adjustments agrees with the Company as hereinafter provided in Section 6.follows:
Appears in 1 contract
Sources: Subscription Agreement (Spatializer Audio Laboratories Inc)
ASSIGNMENT FORM. To Be Executed by If you the Registered Holder Desiring want to Transfer assign this Note, fill in the Within Warrant of ----------------------------------- For Value Receivedform below and have your signature guaranteed: I or we assign and transfer this Note to: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (PRINT OR TYPE NAME, the Undersigned registered holder hereby sellsADDRESS AND ZIP CODE AND SOCIAL SECURITY OR TAX ID NUMBER OF ASSIGNEES) and irrevocably appoint, assigns and transfers unto _______________________ the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, and does hereby irrevocably constitute and appoint ___________________________ as Attorney agent to transfer the said Warrant this Note on the books of the Company. The agent may substitute another to act for him. Dated: Signed: ------------------------- --------------------------------------- ------------------------- --------------------------------------- (SIGN EXACTLY AS NAME APPEARS ON THE OTHER SIDE OF THIS NOTE.) SIGNATURE GUARANTEE: --------------------------------------------------------- Notice: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. [Form of Guarantee of Note] For good and valuable consideration receipt of which is hereby acknowledged, and intending to be legally bound hereby, each of Indiana Gas Company, Inc., Southern Indiana Gas and Electric Company, and Vectren Energy Delivery of Ohio, Inc. (together with each other subsidiary of the Company that pursuant to the terms of the Indenture guarantees the Company's obligations under the Notes and the Indenture, the "Guarantors") hereby unconditionally and jointly and severally guarantees to the Holder of the note (as defined in said Warrantthe "Note"), with full power of substitution. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- Signed in the presence of ------------------------------- SUBSCRIPTION FORM To Be Executed authenticated and delivered by the Registered Holder Desiring to Transfer Trustee, upon which this guarantee (the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises "Guarantee") is endorsed, the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, according to the conditions thereof, due and herewith makes punctual payment of the Purchase principal of and interest on, and any Redemption Price of such shares, $____________. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- 84 EXHIBIT A-3 NONVOTING WARRANT FOR 295,455 NONVOTING WARRANT SHARES THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WERE PURCHASED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999, BETWEEN KEVCO, INC. AND WING▇▇▇ ▇▇▇TNERS II, L.P. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND SECTION 3 OF THIS WARRANT. No. of Nonvoting Shares: 295,455 Shares Warrant No. ____ WARRANT To purchase Nonvoting Common Stock of KEVCO, INC. July ___, 1999 THIS WARRANT CERTIFIES THAT, for value receivedwith respect to, the registered holder hereofNote, Wing▇▇▇ ▇▇▇tners IIwhen and as the same shall become due and payable, L.P.whether at Stated Maturity, upon acceleration or redemption or otherwise, in accordance with the terms of this Note and of the Indenture. The Guarantors agree to determine, at least one Business Day prior to the date upon which a Delaware limited partnership ("Wing▇▇▇")payment of principal of and/or interest on, and any Redemption Price with respect to, the Note, is due and payable, whether the Company has available the funds to make such payment as the same shall become due and payable. In case of the failure of the Company to punctually pay any such principal of or interest on, and any Redemption Price with respect to, the Note, the Guarantors hereby agree to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, upon acceleration or redemption or otherwise, and as if such payment were made by the Company. The Guarantors hereby agree that their obligations hereunder shall be as principal and not merely as surety, and shall be unconditional, irrevocable, and absolute, irrespective of, and shall be unaffected by, any invalidity, irregularity, or its registered assignsunenforceability of the Note or such Indenture, is entitled any failure to purchase from Kevcoenforce the provisions of the Note or the Indenture, Inc.or any waiver, modification, consent or indulgence granted to the Company with respect thereto (unless the same shall also be provided to the Guarantors) by the Holder of the Note or the Trustee with respect to any provisions thereof, the recovery of any judgment against the Company or any action to enforce the same, or any other circumstance which might otherwise constitute a Texas corporation legal or equitable discharge or defense of a surety or of a guarantor. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any the Note or the indebtedness evidenced thereby, and all demands whatsoever and covenants that this Guarantee will not be discharged except by payment in full of the principal of and interest on, and any Redemption Price with respect to, the Note and the complete performance of the obligations contained in the Note, this Guarantee and the Indenture. The Guarantors shall be subrogated to all rights of the Holder of the Note against the Company in respect of all amounts paid to such Holder by the Guarantors pursuant to the provisions of this Guarantee; provided, however, that the Guarantors shall not, without the consent of the Holders of all of the outstanding Notes (the "Company"), at any time and from time to time after the date hereof (the "Initial Issue DateNotes") and on or before 5:00 p.m. Central Time, on the Expiration Date (as hereinafter defined) 295,455 shares of the Nonvoting Common Stock series of which the Note is a part, be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of and interest on, and any Redemption Price with respect to, all Notes shall have been paid in full or payment thereof shall have been provided for and all other obligations contained in the Notes and the Indenture shall have been performed. If any amount shall be paid to any Guarantor in violation of the preceding sentence and all amounts payable in respect of the Notes shall not have been paid in full, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid to the Trustee for the benefit of the Holders to be credited and applied upon such amounts. Each Guarantor acknowledges that it will receive direct and indirect benefits from the issuance of the Notes pursuant to this Indenture. Notwithstanding anything to the contrary contained herein, if following any payment of the principal, Redemption Price or interest by the Company in respect of the Notes to the Holders of the Notes it is determined by a final decision of a court of competent jurisdiction that such payment shall be avoided by a trustee in bankruptcy (including any debtor-in-possession) as hereinafter defined) at a preference under 11 U.S.C. Section 547 and such payment is returned by such Holder to such trustee in bankruptcy, then the Basic Purchase Price (obligations of the Guarantors hereunder shall remain in full force and effect to the extent of such repayment. Notwithstanding anything to the contrary contained herein, this Guarantee shall be, and hereby is, limited to the maximum amount that may be guaranteed by the applicable Guarantor without rendering this Guarantee, as hereinafter defined)it relates to such Guarantor, voidable under any applicable law relating to fraudulent conveyance, fraudulent transfer or similar laws affecting the rights of creditors generally. This Guarantee is intended for the benefit of the Trustee and each of the Holders of the Notes and shall be enforceable by such Trustee and such Holders. This Guarantee is subject to termination in accordance with the terms, conditions, and adjustments as hereinafter provided in Section 6provisions of Article 10 of the Indenture. This Guarantee shall be governed by the laws of the State of Indiana without regard to principles of conflicts of law.
Appears in 1 contract
Sources: Second Supplemental Indenture (Vectren Utility Holdings Inc)
ASSIGNMENT FORM. To Be Executed by If you the Registered Holder Desiring holder want to Transfer assign this Security, fill in the Within Warrant of ----------------------------------- For Value Received, the Undersigned registered holder hereby sells, assigns form below and transfers unto have your signature guaranteed: I or we assign and transfer this Security to ________________________________________________________________________________ the right to purchase (Insert assignee's social security or tax ID number)____________________________ shares of the Nonvoting Common Stock covered by the within Warrant________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Print or type assignee's name, address and does hereby zip code) and irrevocably constitute and appoint ___________________________ as Attorney to transfer the said Warrant on the books of the Company (as defined in said Warrant), with full power of substitution. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- Signed in the presence of ------------------------------- SUBSCRIPTION FORM To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, according to the conditions thereof, and herewith makes payment of the Purchase Price of such shares, $______________________________________________________ agent to transfer this Security on the books of the Company. Name The agent may substitute another to act for such agent. EXHIBIT B --------- FORM OF LEGEND FOR BOOK-ENTRY SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of Registered Holdera Restricted Note) in substantially the following form: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- 84 EXHIBIT A-3 NONVOTING WARRANT THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR 295,455 NONVOTING WARRANT SHARES THIS WARRANT SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND THE SECURITIES ISSUABLE UPON EXERCISE NO TRANSFER OF THIS WARRANT WERE PURCHASED PURSUANT NOTE (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE SECURITIES PURCHASE AGREEMENT DATED DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF JULY 14DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), 1999ANY TRANSFER, BETWEEN KEVCOPLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, INCCEDE & CO., HAS AN INTEREST HEREIN. AND WINGEXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors Republic Engineered Steels, Inc. ▇▇▇ ▇▇▇TNERS II, L.P. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND SECTION 3 OF THIS WARRANT. No. of Nonvoting Shares: 295,455 Shares Warrant No. ____ WARRANT To purchase Nonvoting Common Stock of KEVCO, INC. July ___, 1999 THIS WARRANT CERTIFIES THAT, for value received, the registered holder hereof, Wing▇▇▇▇ ▇▇▇tners II, L.P., a Delaware limited partnership ("Wing▇ ▇.▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: In connection with our proposed purchase of $ aggregate principal amount of the 15.5% First Mortgage Notes due 2006 (the ")Securities") of Republic Engineered Steels, or its registered assigns, is entitled to purchase from Kevco, Inc., a Texas corporation Inc. (the "Company"), at any time and from time to time after the date hereof (the "Initial Issue Date") and on or before 5:00 p.m. Central Time, on the Expiration Date (as hereinafter defined) 295,455 shares of the Nonvoting Common Stock (as hereinafter defined) at the Basic Purchase Price (as hereinafter defined), subject to the terms, conditions, and adjustments as hereinafter provided in Section 6.we confirm that:
Appears in 1 contract
ASSIGNMENT FORM. To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- For Value ReceivedFOR VALUE RECEIVED, the Undersigned registered holder undersigned hereby sellssell(s), assigns assign(s) and transfers transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE _______________________ the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, and does hereby irrevocably constitute and appoint ___________________________ as Attorney to transfer the said Warrant on the books of the Company (as defined in said Warrant), with full power of substitution. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- Signed in the presence of ------------------------------- SUBSCRIPTION FORM To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, according to the conditions thereof, and herewith makes payment of the Purchase Price of such shares, $____________. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- 84 EXHIBIT A-3 NONVOTING WARRANT FOR 295,455 NONVOTING WARRANT SHARES THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WERE PURCHASED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999, BETWEEN KEVCO, INC. AND WING▇▇▇ ▇▇▇TNERS II, L.P. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND SECTION 3 OF THIS WARRANT. No. of Nonvoting Shares: 295,455 Shares Warrant No. _____________________________ WARRANT To purchase Nonvoting Common Stock of KEVCO, INC. July _________________________________________ the within Security and all rights thereunder, 1999 hereby irrevocably constituting and appointing ____________________________ attorney to transfer said Security on the books of the Company, with full power of substitution in the premises. Dated:_______________________________ Signature:____________________________ NOTICE: THE SIGNATURE TO THIS WARRANT CERTIFIES THATASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The following increases or decreases in Principal Amount of this Global Security have been made: THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. CUSIP3 ISIN ECOLAB INC., a Delaware corporation (herein called the “Company”), for value received, the registered holder hereof, Wing▇▇▇ ▇▇▇tners II, L.P., a Delaware limited partnership ("Wing▇▇▇")hereby promises to pay to CEDE & CO., or its registered assigns, is entitled the principal sum of $[__] ([__] MILLION DOLLARS) or such other principal amount as shall be set forth on Schedule I hereto on December 1, 2047 and to purchase pay interest thereon at the rate of 3.950% per annum from KevcoNovember 27, Inc.2017 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, a Texas corporation (and to pay the "Company")Additional Interest, at any time if any, as defined and from time payable pursuant to time the Registration Rights Agreement, on June 1 and December 1 of each year, 3 Rule 144A Notes: 278865 AZ3 / US278865AZ39 Regulation S Notes: U27803 AG7 / USU27803AG72 Temporary Reg-S Note will convert to the Permanent Reg-S Note Cusip # ____ automatically after the date hereof (the "Initial Issue Date") and on or before 5:00 p.m. Central Time, on the Expiration Date (as hereinafter defined) 295,455 shares of the Nonvoting Common Stock (as hereinafter defined) at the Basic Purchase Price (as hereinafter defined)Restricted Period ends, subject to the termsrequirements set forth in the Indenture. commencing June 1, conditions2018 (each an “Interest Payment Date”), until the principal hereof is paid or made available for payment. The interest that is payable and adjustments is punctually paid or duly provided for on any Interest Payment Date will, except as hereinafter provided in Section 6the Indenture hereinafter referred to, be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the Record Date for such interest, which will be the May 15 and November 15, as the case may be, immediately preceding each Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on the relevant Record Date and either may be paid to the Persons in whose name this Note (or one or more predecessor Notes) are registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to the Holders not less than ten calendar days prior to such Special Record Date, or may be paid in any other lawful manner, all as more fully provided in the Indenture. Payment of the principal of and interest on this Note will be made at the office or agency of the Company maintained for that purpose, or in such other office or agency as may be established by the Company pursuant to the Indenture (initially the principal corporate trust office of the Trustee in Minneapolis, Minnesota (the “Corporate Trust Office”)), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer to an account maintained by the Person entitled thereto as specified in the Security Register. In the event that notes in definitive form shall have been issued, payments of principal and interest at maturity will be made against presentation of this Note at the Corporate Trust Office (or such other office as may be established pursuant to the Indenture), by check or wire transfer. Reference is hereby made to the further provisions of this Note set forth on the reverse side hereof, which further provisions shall for all purposes have the same effect as though fully set forth at this place. Unless the Certificate of Authentication hereon has been executed by the Trustee or an Authenticating Agent under the Indenture referred to on the reverse hereof by the manual signature of one of its authorized officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
Appears in 1 contract
ASSIGNMENT FORM. To Be Executed by assign this Security, fill in the Registered Holder Desiring form below: (I) or (we) assign and transfer this Security to Transfer the Within Warrant of ----------------------------------- For Value Received, the Undersigned registered holder hereby sells, assigns and transfers unto _______________________ the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, and does hereby irrevocably constitute and appoint ___________________________ as Attorney to transfer the said Warrant on the books of the Company (as defined in said Warrant), with full power of substitution. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- Signed in the presence of ------------------------------- SUBSCRIPTION FORM To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises the right to purchase ________________________________ shares agent to transfer this Security on the books of the Nonvoting Common Stock covered Company. The agent may substitute another to act for him. Dated:_______________________ Your Signature:__________________________________________________ (Sign exactly as your name appears on the other side of this Security) Signature Guaranty: ________________________________________ [Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Transfer Agent, which requirements will include membership or participation in STAMP or such other signature guarantee program as may be determined by the within WarrantTransfer Agent in addition to, according to or in substitution for, STAMP, all in accordance with the conditions thereof, and herewith makes payment of the Purchase Price of such shares, Exchange Act.] Social Security Number or Taxpayer Identification Number:_______________________________________ No. R- $_____________ THE FIRST MORTGAGE BONDS, COLLATERAL SERIES G (HEREINAFTER, “COLLATERAL BONDS”), REPRESENTED BY THIS CERTIFICATE ARE BEING ISSUED AND DELIVERED BY THE COMPANY TO U. S. BANK NATIONAL ASSOCIATION AS TRUSTEE (IN SUCH CAPACITY, THE “SENIOR TRUSTEE”) UNDER AN INDENTURE, DATED AS OF DECEMBER 1, 1998, BETWEEN THE COMPANY AND A PREDECESSOR OF THE SENIOR TRUSTEE, AS PREVIOUSLY SUPPLEMENTED AND AS SUPPLEMENTED BY THE SEVENTH SUPPLEMENTAL INDENTURE THERETO DATED AS OF NOVEMBER 1, 2007 (AS SO SUPPLEMENTED, THE “SENIOR INDENTURE”). Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent THE COLLATERAL BONDS ARE TO BE HELD IN TRUST AS COLLATERAL FOR THE BENEFIT OF THE HOLDERS OF THE SENIOR NOTES, 5.65% SERIES DUE NOVEMBER 1, 2017 (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- 84 EXHIBIT A-3 NONVOTING WARRANT FOR 295,455 NONVOTING WARRANT SHARES THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WERE PURCHASED “RELATED SECURITIES”) ISSUED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999, BETWEEN KEVCO, INCSENIOR INDENTURE. AND WING▇▇▇ ▇▇▇TNERS II, L.P. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES COLLATERAL BONDS MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE DISPOSED TRANSFERRED (EXCEPT TO A SUCCESSOR SENIOR TRUSTEE) UNTIL THE EARLIER OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THE RELEASE DATE (AS DEFINED BELOW) OR PURSUANT TO AN EXEMPTION FROMTHE PRIOR RETIREMENT OF THE RELATED SECURITIES THROUGH REDEMPTION, REPURCHASE OR IN A TRANSACTION NOT SUBJECT TOOTHERWISE. THE COMPANY SHALL MAKE PAYMENTS OF THE PRINCIPAL OF, AND PREMIUM, IF ANY, AND INTEREST ON, THE REGISTRATION REQUIREMENTS COLLATERAL BONDS, TO THE SENIOR TRUSTEE, WHICH PAYMENTS SHALL BE APPLIED BY THE SENIOR TRUSTEE TO THE SATISFACTION OF OBLIGATIONS ON THE RELATED SECURITIES. THE MATURITY DATE SPECIFIED ABOVE IS ALSO THE MATURITY DATE OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND SECTION 3 OF THIS WARRANTRELATED SECURITIES. No. Wisconsin Public Service Corporation, a corporation organized and existing under the laws of Nonvoting Shares: 295,455 Shares Warrant No. ____ WARRANT To purchase Nonvoting Common Stock the State of KEVCO, INC. July ___, 1999 THIS WARRANT CERTIFIES THATWisconsin (hereinafter called the Company), for value received, hereby promises to pay to U.S. BANK NATIONAL ASSOCIATION, as trustee for the registered holder hereof, Wing▇▇▇ ▇▇▇tners II, L.P., a Delaware limited partnership ("Wing▇▇▇")benefit of the holders of the Related Securities, or its registered assignsassigns (in such capacity, is entitled to purchase from Kevco, Inc., a Texas corporation (the "Company"“Senior Trustee”), at any time the Corporate Trust Services Office of U.S. Bank National Association, in Milwaukee, Wisconsin, on the 1st day of November, 2017, the sum of One Hundred Twenty-Five Million Dollars ($125,000,000) in lawful money of the United States of America, and to pay interest thereon from time to time after the date hereof (the "Initial Issue Date") and on or before 5:00 p.m. Central Time, on the Expiration Date (as hereinafter defined) 295,455 shares of the Nonvoting Common Stock (as hereinafter definedi) at the Basic Purchase Price rate of 0% per annum prior to November 20, 2007, and (ii) at the rate of 5.65% per annum from and after November 20, 2007, in like money, until the principal hereof becomes due and payable, said interest being payable on the 1st day of May and on the 1st day of November in each year commencing May 1, 2008. The principal and interest so payable on any May 1 or November 1 will be paid to the person or entity in whose name this bond is registered, at the address thereof as hereinafter definedit appears on the Company’s books for registration and registration of transfer. The provisions of this bond are continued on the reverse hereof or attached pages and such continued provisions shall for all purposes have the same effect as though fully set forth at this place. This bond shall not be valid or become obligatory for any purpose unless and until U.S. Bank National Association (successor to First Wisconsin Trust Company), subject as Trustee under the Indenture, or its successors thereunder, shall have signed the certificate of authentication endorsed hereon. In Witness Whereof, Wisconsin Public Service Corporation has caused this bond to be signed in its name by the manual or facsimile signature of its President or a Vice President and its corporate seal or a facsimile thereof to be hereto affixed and attested by the manual or facsimile signature of its Secretary or an Assistant Secretary. Dated as of: November 1, 2007 Wisconsin public service corporation, By: ___________________________________ ________________ President Attest: _____________________________ ____________ Secretary This bond is one of the bonds of the series designated therein, described in the within mentioned Indenture and Supplemental Indenture. U.S. Bank National Association, As Trustee By: _________________________________ Authorized Signature This bond is one of a duly authorized issue of bonds of the Company, known as its First Mortgage Bonds, of the Series and designation indicated on the face hereof, which issue of bonds consists, or may consist, of several series of varying denominations, dates and tenors, all issued and to be issued under and equally secured (except in so far as a sinking fund, or similar fund, established in accordance with the provisions of the Indenture, may afford additional security for the bonds of any specific series) by a First Mortgage and Deed of Trust (herein called the “Indenture”) dated as of January 1, 1941, executed by the Company to First Wisconsin Trust Company (subsequently succeeded by U.S. Bank National Association, herein called the Trustee), as Trustee, to which Indenture and all instruments supplemental thereto reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds as to such security, and the terms and conditions upon which the bonds may be issued under the Indenture and any instruments supplemental thereto and are secured. The principal hereof may be declared or may become due on the conditions, in the manner and at the time set forth in the Indenture, upon the happening of a completed default as in the Indenture provided. This bond is one of a series created by a Supplemental Indenture (herein called the “Supplemental Indenture”) dated as of November 1, 2007, between the Company and the Trustee, which is supplemental to the terms, conditions, and adjustments as hereinafter provided in Section 6Indenture.
Appears in 1 contract
Sources: Seventh Supplemental Indenture (Wisconsin Public Service Corp)
ASSIGNMENT FORM. To Be Executed by If you the Registered Holder Desiring want to Transfer assign this Security, fill in the Within Warrant form below: I or we assign and transfer this Security to -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Insert assignee's social security or tax ID number) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Print or type assignee's name, address, and zip code) and irrevocably appoint -------------------------------------------------------------------------------- agent to transfer this Security on the books of ----------------------------------- For Value Received, the Undersigned registered holder hereby sells, assigns and transfers unto Company. The agent may substitute another to act for him. -------------------------------------------------------------------------------- Date: _____________________ Your signature: _________________________ (Sign exactly as your name appears on the right to purchase other side of this Security) Signature Guarantee: ______ shares of the Nonvoting Common Stock covered by the within Warrant, and does hereby irrevocably constitute and appoint ______________________________________________________ as Attorney to transfer the said Warrant on the books of the Company EXHIBIT A-3 FORM OF 7.450% NOTE DUE MARCH 1, 2008 THIS SECURITY IS A BOOK-ENTRY SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ITS NOMINEE TO A SUCCESSOR DEPOSITARY OR ITS NOMINEE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (as defined in said Warrant"DTC"), with full power TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. FRED MEYER, INC. 7.450% Note▇ ▇▇e ▇▇▇▇h 1, 2008 No. $ CUSIP No. 592907AB5 Fred Meyer, ▇▇▇., ▇ ▇orporat▇▇▇ d▇▇▇ ▇rganized and existing under the laws of substitution. Name Delaware (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- Signed in the presence of ------------------------------- SUBSCRIPTION FORM To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises the right to purchase ______ shares of the Nonvoting Common Stock covered by the within WarrantDollars on March 1, according to the conditions thereof2008, and herewith makes payment of to pay interest thereon from March 11, 1998 or from the Purchase Price of such sharesmost recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, $____________. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent semi-annually on March 1 and September 1 in each year (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- 84 EXHIBIT A-3 NONVOTING WARRANT FOR 295,455 NONVOTING WARRANT SHARES THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WERE PURCHASED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14each, 1999, BETWEEN KEVCO, INC. AND WING▇▇▇ ▇▇▇TNERS II, L.P. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE an "SECURITIES ACTInterest Payment Date"), OR ANY STATE SECURITIES LAWcommencing September 1, AND SUCH SECURITIES MAY NOT BE OFFERED1998, SOLDat the rate of 7.450% per annum, TRANSFERREDuntil the principal hereof is paid or made available for payment and at the rate of 7.450% per annum on any overdue principal and premium and (to the extent that the payment of such interest shall be legally enforceable) on any overdue installment of interest. The interest so payable, PLEDGEDand punctually paid or duly provided for, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROMon any Interest Payment Date will, OR IN A TRANSACTION NOT SUBJECT TOas provided in such Indenture, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND SECTION 3 OF THIS WARRANT. No. be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of Nonvoting Shares: 295,455 Shares Warrant No. ____ WARRANT To purchase Nonvoting Common Stock of KEVCO, INC. July ___, 1999 THIS WARRANT CERTIFIES THAT, for value received, business on the registered holder hereof, Wing▇▇▇ ▇▇▇tners II, L.P.February 15 or August 15 (whether or not a Business Day) (each, a Delaware limited partnership ("Wing▇▇▇Regular Record Date"), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or its duly provided for and interest on such defaulted interest will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered assignsat the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, is entitled notice whereof shall be given to purchase from KevcoHolders of Securities of this series not less than 10 days prior to such Special Record Date, Inc., a Texas corporation (the "Company"), or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and from time to time after upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the date hereof principal of (the "Initial Issue Date"and premium, if any) and interest on this Security will be made at the office or before 5:00 p.m. Central Timeagency of the Company maintained for that purpose in the Borough of Manhattan in the City of New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer to an account maintained by the Person entitled thereto as specified in the Security Register, provided that such Person shall have given the Trustee written wire instructions. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the Expiration Date (as hereinafter defined) 295,455 shares of reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Nonvoting Common Stock (as hereinafter defined) at the Basic Purchase Price (as hereinafter defined), subject to the terms, conditions, and adjustments as hereinafter provided in Section 6Indenture or be valid or obligatory for any purpose.
Appears in 1 contract
ASSIGNMENT FORM. To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- For Value Received, the Undersigned registered holder FOR VALUE RECEIVED __________________________________________ hereby sells, assigns and transfers unto Name __________________________________________________________________________ (Please typewrite or print in block letters) Address _______________________________________________________________________ the right to purchase Common Stock, represented by this warrant, to the extent of __________________ shares of the Nonvoting Common Stock covered by the within Warrant, as to which such right is exercisable and does hereby irrevocably constitute and appoint ___________________________ as Attorney attorney, to transfer the said Warrant same on the books of the Company (as defined in said Warrant), with full power of substitution. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- Signed substitution in the presence of ------------------------------- SUBSCRIPTION FORM To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, according to the conditions thereof, and herewith makes payment of the Purchase Price of such shares, $premises. Signature____________. Name of Registered Holder___________________ Date: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- 84 EXHIBIT A-3 NONVOTING WARRANT FOR 295,455 NONVOTING WARRANT SHARES ________________, 19__ THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WERE PURCHASED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999, BETWEEN KEVCO, INC. AND WING▇▇▇ ▇▇▇TNERS II, L.P. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), 1933 AND MAY ONLY BE SOLD OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT TRANSFERRED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR UNDER SUCH ACT OR, AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, PROVIDED THAT IN THE EVENT THAT ANY RESALE OF THIS SECURITY IS MADE PURSUANT TO SUCH AN EXEMPTION AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS LEGAL COUNSEL, WILL BE PROVIDED TO THE EFFECT THAT SUCH TRANSFER IS MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND SECTION 3 OF 1933. EXHIBIT B FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT THIS WARRANT. No. STOCK OPTION AGREEMENT (the "Agreement") dated as of Nonvoting Shares: 295,455 Shares Warrant No. __________________ WARRANT To purchase Nonvoting Common Stock of KEVCO, INC. July ___, 1999 THIS WARRANT CERTIFIES THAT, for value received, the registered holder hereof, Wing▇▇▇ ▇▇▇tners II, L.P., a Delaware limited partnership ("Wing▇▇▇Grant Date"), or its registered assigns, is entitled to purchase from Kevcobetween Digital Entertainment Network, Inc., a Texas Delaware corporation (the "Company"), at and _______________, an employee, director, officer or consultant of the Company or any time and from time to time after the date hereof Affiliate (the "Initial Issue DateParticipant") and on or before 5:00 p.m. Central Time, on the Expiration Date (as hereinafter defined) 295,455 shares of the Nonvoting Common Stock (as hereinafter defined) at the Basic Purchase Price (as hereinafter defined), subject to the terms, conditions, and adjustments as hereinafter provided in Section 6.
Appears in 1 contract
Sources: Executive Employment Agreement (Digital Entertainment Network Inc)
ASSIGNMENT FORM. To Be Executed by If you the Registered Holder Desiring holder want to Transfer assign this Security, fill in the Within Warrant of ----------------------------------- For Value Received, the Undersigned registered holder hereby sells, assigns form below and transfers unto have your signature guaranteed: I or we assign and transfer this Security to ________________________________________________________________________________ the right to purchase (Insert assignee's social security or tax ID number)____________________________ shares of the Nonvoting Common Stock covered by the within Warrant________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Print or type assignee's name, address and does hereby zip code) and irrevocably constitute and appoint ___________________________ as Attorney to transfer the said Warrant on the books of the Company (as defined in said Warrant), with full power of substitution. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- Signed in the presence of ------------------------------- SUBSCRIPTION FORM To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, according to the conditions thereof, and herewith makes payment of the Purchase Price of such shares, $______________________________________________________ agent to transfer this Security on the books of the Issuers. Name The agent may substitute another to act for such agent. ________________________________________________________________________________ Date:____________________ Your signature:____________________________________ (Sign exactly as your name appears on the other side of Registered Holderthis Security) Signature Guarantee:____________________________________________________________ EXHIBIT B FORM OF LEGEND FOR BOOK-ENTRY SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- 84 EXHIBIT A-3 NONVOTING WARRANT THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR 295,455 NONVOTING WARRANT SHARES THIS WARRANT SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND THE SECURITIES ISSUABLE UPON EXERCISE NO TRANSFER OF THIS WARRANT WERE PURCHASED PURSUANT NOTE (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE SECURITIES PURCHASE AGREEMENT DATED DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF JULY 14DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), 1999ANY TRANSFER, BETWEEN KEVCOPLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, INCCEDE & CO., HAS AN INTEREST HEREIN. AND WINGEXHIBIT C Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors Republic Technologies International, LLC RTI Capital Corp. c/o Republic Technologies International, LLC ▇▇▇▇ ▇▇▇TNERS II, L.P. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND SECTION 3 OF THIS WARRANT. No. of Nonvoting Shares: 295,455 Shares Warrant No. ____ WARRANT To purchase Nonvoting Common Stock of KEVCO, INC. July ___, 1999 THIS WARRANT CERTIFIES THAT, for value received, the registered holder hereof, Wing▇▇▇▇ ▇▇▇tners II, L.P., a Delaware limited partnership ("Wing▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: In connection with our proposed purchase of $ aggregate principal amount of the 13 3/4% Senior Secured Notes due 2009 (the "Securities") of Republic Technologies International, LLC and RTI Capital Corp. (the "Issuers"), or its registered assigns, is entitled to purchase from Kevco, Inc., a Texas corporation (the "Company"), at any time and from time to time after the date hereof (the "Initial Issue Date") and on or before 5:00 p.m. Central Time, on the Expiration Date (as hereinafter defined) 295,455 shares of the Nonvoting Common Stock (as hereinafter defined) at the Basic Purchase Price (as hereinafter defined), subject to the terms, conditions, and adjustments as hereinafter provided in Section 6.we confirm that:
Appears in 1 contract
Sources: Indenture (Rti Capital Corp)
ASSIGNMENT FORM. To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- For Value ReceivedFOR VALUE RECEIVED, the Undersigned registered holder --------------------------------------- (Please type or print in block letters) hereby sells, assigns and transfers unto _______unto: Name: --------------------------------------------------------- (Please type or print in block letters) Taxpayer Identification Number: ---------------------------------------------------------- Address: ---------------------------------------------------------- ---------------------------------------------------------- ---------------------------------------------------------- this Warrant Certificate and the Warrants represented by this Warrant Certificate to the extent of ________________ the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, Warrants and does hereby irrevocably constitute and appoint ___________________________ as Attorney Attorney-in-Fact, to transfer the said Warrant same on the books of the Company (as defined in said Warrant), with full power of substitutionsubstitution in the premises. Name of Registered HolderDated: --------------------------------------- --------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent -------------------------------------------------------------- (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- Signed Signature must conform in all respects to the presence of ------------------------------- SUBSCRIPTION FORM To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises the right to purchase ______ shares name of the Nonvoting Common Stock covered by Warrantholder as set forth on the within Warrant, according to the conditions thereof, and herewith makes payment face of the Purchase Price of such shares, $____________. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- 84 EXHIBIT A-3 NONVOTING WARRANT FOR 295,455 NONVOTING WARRANT SHARES this Warrant Certificate.) Exhibit B --------- NEITHER THE WARRANTS REPRESENTED BY THIS WARRANT AND CERTIFICATE NOR THE SHARES OF COMMON STOCK OR ANY OTHER SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WERE PURCHASED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999, BETWEEN KEVCO, INC. AND WING▇▇▇ ▇▇▇TNERS II, L.P. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT SUCH WARRANTS HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED. SUCH WARRANTS HAVE BEEN ACQUIRED, AND ANY SHARES OF COMMON STOCK OR ANY STATE OTHER SECURITIES LAWISSUABLE UPON EXERCISE OF SUCH WARRANTS ARE REQUIRED TO BE ACQUIRED, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERREDASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH WARRANTS AND/OR PURSUANT TO AN EXEMPTION FROM, SUCH SHARES OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF OTHER SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH WARRANTS AND SECTION 3 SUCH SHARES OR OTHER SECURITIES TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND SUCH STATE SECURITIES LAWS. THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE ARE SUBJECT TO THE TERMS OF THIS WARRANTAN ESCROW AGREEMENT DATED AS OF JANUARY 2, 2001 AMONG THE COMPANY, SALOMON GREY FINANCIAL CORPORATION AND KAUFMAN & MOOMJI▇▇, ▇▇▇, A▇ ▇▇▇▇▇▇ AGENT VOID AFTER 5:00 P.M. ON DECEMBER 31, 2003 VIZACOM INC. WARRANT CERTIFICATE 100,000 COMMON STOCK PURCHASE WARRANTS Teaneck, New Jersey Warrant Certificate No. of Nonvoting Shares: 295,455 Shares Warrant No. ____ WARRANT To purchase Nonvoting Common Stock of KEVCOSGFC-2 January 2, INC. July ___, 1999 2001 THIS WARRANT CERTIFIES IS TO CERTIFY THAT, for value received, Salomon Grey Financial Corporation or registered assigns (the "Warrantholder") permitted by the terms of this Warrant Certificate, is the registered holder hereofowner of the number of Common Stock Purchase Warrants (each, Wing▇▇▇ ▇▇▇tners IIa "Warrant") set forth above, L.P.each Warrant entitling the owner thereof to purchase from Vizacom Inc., a Delaware limited partnership ("Wing▇▇▇"), or its registered assigns, is entitled to purchase from Kevco, Inc., a Texas corporation (the "Company"), at any time on or after February 15, 2001 and from time on or prior to time after the date hereof 5:00 P.M., New York City time, on December 31, 2003 (the "Initial Issue DateExpiration Time"), one duly authorized, validly issued, fully paid and nonassessable share (each, a "Warrant Share") of the common stock, par value $.001 per share ("Common Stock"), of the Company, at a price of $.50 per share (the "Exercise Price"), all subject to the terms and on or before 5:00 p.m. Central Timeconditions contained herein. The number of Warrants evidenced by this Warrant Certificate (and the number and kind of securities which may be purchased upon exercise hereof) set forth above, on and the Expiration Date (Exercise Price per share set forth above, are as hereinafter defined) 295,455 of the date hereof. As provided herein, the Exercise Price and the number of shares of the Nonvoting Common Stock (as hereinafter defined) at or other securities which may be purchased upon the Basic Purchase Price (as hereinafter defined)exercise of the Warrants evidenced by this Warrant Certificate are, upon the happening of certain events, subject to modification and adjustment. This Warrant Certificate, together with any warrant certificate(s) issued in replacement or substitution hereof (as provided for herein) evidencing all or part of the termsWarrants evidenced hereby, are sometimes collectively referred to herein as the "Warrant Certificates." The rights of the registered holder of this Warrant Certificate shall be subject to the following further terms and conditions, and adjustments as hereinafter provided in Section 6.:
Appears in 1 contract
Sources: Financial Advisory and Investment Banking Agreement (Vizacom Inc)