Exhibit 8
THIS WARRANT AND THE WARRANT SHARES HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE
SECURITIES LAWS, AND MAY NOT BE PLEDGED, HYPOTHECATED,
SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS SO
REGISTERED OR AN EXCEPTION THEREFROM IS AVAILABLE
WARRANT TO PURCHASE COMMON STOCK
OF XXXX INTERNATIONAL HOLDINGS, INC.
THIS CERTIFIES THAT, for value received, Xxxx International
Holdings, Inc., a Delaware corporation (the "Company"), promises
to issue at the dates set forth below to Xxxxxx Financial, Inc.
("Xxxxxx"), the holder of this Warrant (the "Holder"), its
nominees, successors or assigns nonassessable shares of Common
Stock, $.01 par value, of the Company ("Common Stock") the number
of which shall be equal to the product of the Issuance Percentage
(as defined below) multiplied by the sum of (i) all shares of
Common Stock outstanding as of the relevant Warrant Vesting Date
(as hereinafter defined), (ii) all shares of Common Stock
issuable upon (a) the exercise of any rights or any options
outstanding as of the relevant Warrant Vesting Date for the
purchase of Common Stock or Convertible Securities (as defined
herein) and (b) conversion of any Convertible Securities
outstanding as of the relevant Warrant Vesting Date, upon the
payment by the Holder to the Company of the Warrant Price set
forth herein and to deliver to the Holder a certificate or
certificates representing the Common Stock purchased. Such sum
shall be the "Fully Diluted Shares." The number of shares of
Common Stock purchasable upon exercise of this Warrant and the
Warrant Price shall be subject to adjustment from time to time as
provided herein. The initial Warrant Price per share of Common
Stock shall be $.01 per share of Common Stock.
Section 1 Conditions to Issuance. The Warrant shall only
----------------------
become exercisable subject to the following conditions
("Conditions to Exercise"):
(a) The Tender Offer Loan Agreement dated as of
December___, 1997, among the Company, Zephyros
Acquisition Corp. and Xxxxxx (the "Loan Agreement")
shall not have any amounts outstanding thereunder;
(b) The Termination Date (as defined in the Loan Agreement)
shall have occurred; and
(c) Pursuant to the terms of the Loan Agreement the rate of
interest per annum paid by the Borrower is equal to 18%
per annum at any time.
Upon the occurrence of such conditions the Warrant will
become exercisable for 2% ("Issuance Percentage") of the Fully
Diluted Shares on the first day of the calendar quarter in which
the conditions are met. The Warrant will become issuable for an
additional 2% of the Fully Diluted Shares on the first day of
each succeeding calendar quarter until all amounts owing under
the Loan Agreement are repaid in full. The first day of a
calendar quarter on which this Warrant becomes issuable for any
share of Common Stock shall be a "Warrant Vesting Date."
If at any time after his Warrant becomes exercisable, all
obligations under the Loan Agreement are paid, the Warrant will
terminate with respect to any additional shares of Common Stock
as to which this Warrant would otherwise become exercisable.
For the purpose of this Warrant, the term "Common Stock"
shall mean (i) the class of stock designated as the Common Stock
of the Company at the date of this Warrant, or, (ii) any other
class or classes of stock resulting from successive changes or
reclassifications of such stock.
Section 2. Term of Warrant, Restrictions on Transfer,
Exercise of Warrant.
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2.1 Tenn of Warrant. Subject to the terms of this Warrant,
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the Holder shall have the right, at its option, which may be
exercised in whole or in part, at any time, commencing at time
after of this Warrant becomes exercisable and until 5:00 p.m.
Eastern Time on December 27, 2017 ("Warrant Expiration Date"), to
purchase from the Company the number of fully paid and
nonassessable shares of Common Stock which the Holder may at the
time be entitled to purchase on exercise of this Warrant
("Warrant Shares"). After such time, this Warrant will be void.
2.2. Restrictions on Transfer. This Warrant and the Warrant
------------------------
Shares will be restricted securities as defined under the
Securities Act of 1933, as amended (the "Act") and therefore will
not be transferable except in compliance with applicable federal
and state securities laws, including Rule 144 adopted under the
Act. Unless Warrant Shares shall have been duly registered under
the Act, certificates representing such shares shall bear a
legend comparable to the legend on the first page of this Warrant
regarding restrictions on transfer. Unless the transfer
restrictions have been terminated pursuant to Section 11 hereof,
the Holder agrees to give written notice to the Company before
offering for sale, selling or otherwise disposing of any of the
Warrants or Warrant Shares, except when such offer, sale or other
disposition is made pursuant to a registration statement then in
effect under the Act. The notice shall describe the manner of
any proposed offer, sale, or other disposition and shall be
accompanied by a written opinion of counsel for such Holder,
which counsel and opinion shall be reasonably satisfactory to the
Company and its counsel, to the effect that the proposed offer,
sale or other disposition of such Warrant or Warrant Shares may
be effected without registration under the Act. In connection
with a sale or other disposition of the Warrant or the underlying
Warrant Shares, the subsequent Holder or Holders shall be bound
by the provisions of this Agreement.
2.3. Exercise of Warrant. The Holder may exercise this
-------------------
Warrant by delivering to the Company (i) a written notice
specifying the number of shares of Common Stock to be purchased,
and (ii) payment of the aggregate exercise price in cash or by a
certified or cashier's check. Upon receipt of written notice,
the Company shall as promptly as practicable execute or cause to
be executed and deliver to such Holder a certificate or
certificates representing the aggregate number of shares of
Common Stock purchased. Such certificate or certificates shall
be deemed to have been issued to the Holder which shall be deemed
to have become a holder of record of such Warrant Shares as of
the date of payment of the Warrant Price. If this Warrant shall
have been exercised only in part, the Company shall also deliver
a new Warrant of like tenor evidencing the rights of such Holder
to purchase the remaining shares of Common Stock called for by
this Warrant.
This Warrant does not entitled the Holder to any voting
rights or other rights as a shareholder of the Company prior to
exercise and payment of the Warrant Price in accordance with this
Section 2.3.
Section 3. Exchange of Warrant. Subject to Section 2.2
-------------------
and Section 4 hereof, the Warrant may be exchanged for another
Warrant or Warrants entitling the Holder to purchase a like
aggregate number of Warrant Shares as this Warrant then entitles
such Holder to purchase. Any Holder desiring to exchange this
Warrant shall make such request in writing delivered to the
Company, and shall surrender this Warrant, properly endorsed.
Thereupon the Company shall execute and deliver to the person
entitled thereto a new Warrant or Warrants, as the case may be,
as so requested.
Section 4. Payment of Taxes. The Company shall pay all
----------------
documentary stamp taxes, if any, attributable to the initial
issuance of any Warrant Shares upon the exercise of this Warrant;
provided, however, that the Company shall not be required to pay
--------
any tax or taxes which may be payable in respect of any transfer
involved in the issue or delivery of any Warrant or certificate
for Warrant Shares in a name other than that of the Holder of
this Warrant as such name is then shown on the books of the
Company.
Section 5. Mutilated or Missing Warrant. In case this
----------------------------
Warrant shall be mutilated, lost, stolen or destroyed, the
Company shall issue in exchange and substitution for and upon
cancellation of the mutilated Warrant, or in lieu of and
substitution for the Warrant lost, stolen or destroyed, a new
Warrant of like tenor and representing an equivalent right or
interests, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction of
this Warrant (provided that an affidavit, containing appropriate
indemnities, of the Holder as to a loss, theft or destruction of
the Warrant shall be deemed to be evidence reasonably
satisfactory to the Company of such loss, theft or destruction
for purposes of this Section 4) and indemnity (which may include
a bond), if requested, also reasonably satisfactory to the
Company.
Section 6. Certain Covenants.
-----------------
6.1. Reservation of Warrant Shares. The Company shall at
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all times keep reserved, out of its authorized Common Stock, a
number of shares of Common Stock sufficient to provide for the
exercise of the rights of purchase represented by this Warrant.
At each Warrant Vesting Date, the Company shall reserve such
additional shares of Common Stock sufficient to provide for the
additional shares into which the Warrant may be converted, and
within ten (10) days of any Warrant Vesting Date will issue a
statement to the Holder indicating the number of shares of Common
Stock for which the Warrant may be exercised at such date. The
transfer agent, if any, for the Common Stock, and every
subsequent transfer agent for any shares of the Company's Common
Stock issuable upon the exercise of any of the rights of purchase
as set out in this Warrant, shall be irrevocably authorized and
directed at all times to reserve such number of authorized shares
as shall be requisite for such purpose. The Company shall keep a
copy of this Warrant on file with any transfer agent for the
Common Stock and with every subsequent transfer agent for any
shares of the Company's Common Stock issuable upon the exercise
of the rights of purchase represented by this Warrant. Any
transfer agent for the Common Stock and any successor transfer
agent for the Common Stock is hereby irrevocably authorized to
cause to be issued from time to time the share certificates
required to honor this Warrant upon its exercise in accordance
with the terms hereof. The Company shall supply any such
transfer agent with duly executed share certificates for such
purpose.
6.2. No Impairment. The Company shall not by any action
-------------
including, without limitation, amending its articles of
incorporation, any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant,
but shall at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action, as may be
reasonably necessary or appropriate to protect the rights of the
Holder against impairment. Without limiting the generality of
the foregoing, the Company shall (a) take all such action as may
be necessary or appropriate in order that the Company may validly
issue fully paid and nonassessable Common Stock upon the exercise
of this Warrant, and (b) obtain all such authorizations,
exemptions or consents from any public regulatory body having
jurisdiction thereof as may be necessary to enable the Company to
perform its obligations under
this Warrant.
Upon the request of the Holder, the Company shall at any
time during the period this Warrant is outstanding acknowledge in
writing, in form satisfactory to the Holder, the continued
validity of this Warrant and the Company's obligations hereunder.
6.3. Listing. If the Company shall list any of its Common
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Stock on any securities exchange or automated quotation system,
it will, at its expense, list thereon, maintain and, when
necessary, increase such listing of, all of its Common Stock
issued or, to the extent permissible under the applicable
securities exchange or quotation system rules, issuable upon the
exercise of this Warrant so long as any of its Common Stock shall
be so listed.
6.4. Notice of Certain Corporate Action. In case the
----------------------------------
Company shall propose (a) to pay any dividend or to make any
other distribution to the holders of its Common Stock, or (b) to
offer to the holders of its Common Stock rights to subscribe for
or to purchase any shares of Common Stock or shares of stock of
any class or any other securities, rights or options, or (c) to
effect any reclassification of its Common Stock (other than a
reclassification involving only the subdivision, or combination,
of outstanding shares of Common Stock), or (d) to effect any
capital reorganization, or (e) to effect any consolidation,
merger or sale, transfer or other disposition of all or
substantially all of its property, assets or business, or (f) to
effect the liquidation, dissolution or winding up of the Company,
then in each such case (but without limiting the provisions of
Section 7), the Company shall give to each Holder of a Warrant,
in accordance with Section 14, a notice of such proposed action,
which shall specify the date on which a record is to be taken for
purposes of such dividend, distribution of offer of rights, or
the date on which such reclassification, reorganization,
consolidation, merger, sale, transfer, disposition, liquidation,
dissolution, or winding up is to take place and the date of
participation therein by the holders of Common Stock, if any such
date is to be fixed and shall also set forth such facts with
respect thereto as shall be reasonably necessary to indicate the
effect of such action on the Common Stock. Such notice shall be
so given in the case of any action covered by clause (a) or (b)
above at least ten (10) calendar days prior to the record date
for determining holders of the Common Stock for purposes of such
action, and in the case of any other such action, at least ten
(10) calendar days prior to the date of the taking of such
proposed action or the date of participation therein by the
holders of Common Stock, whichever shall be the earlier.
Section 7. Adjustment of the Number of Shares Into Which
the Warrant is Convertible.
---------------------------------------------
7.1 If outstanding shares of the Company's Common Stock
shall be subdivided into a greater number of shares thereof, or a
dividend in Common Stock shall be paid in respect of Common
Stock, the number of shares of Common Stock purchasable upon
exercise of the Warrants immediately prior to such subdivision or
at the record date of such dividend shall, simultaneously with
the effectiveness of such subdivision or immediately after the
record date of such dividend, be proportionately increased, and
conversely, if outstanding shares of Common Stock shall be
combined into a smaller number of shares thereof, the number of
shares of Common Stock purchasable upon exercise of the Warrants
immediately prior to such combination shall, simultaneously with
the effectiveness of such combination, be proportionately
reduced.
7.2 When any adjustment is required to be made in the
number of shares of Common Stock purchasable upon the exercise of
this Warrant, the exercise price shall be changed to the number
determined by dividing (a) the aggregate exercise price in effect
immediately prior to such adjustment by (b) the aggregate number
of shares issuable pursuant to the exercise of this Warrant
immediately after such adjustment.
Section 8. Registration.
------------
8.1. Incidental Registration.
-----------------------
(a) General. If the Company at any time proposes to
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register on its own behalf or behalf of any of its security
holders any of shares of Common Stock (other than by a
Registration on Form X-0, X-0 or any successor or similar short-
form registration statement), whether or not pursuant to
registration rights granted to other holders of its securities,
it will each such time give prompt written notice to all Holders
of its intention to do so and of such Holders' rights under this
Section, provided that in any event, such notice shall be given
--------
to all such Holders at least twenty (20) days prior to such
proposed registration. Such notice shall set forth the intended
method of disposition of the securities proposed to be registered
by the Company. The notice shall offer to include in such filing
such number of shares of Warrant Shares as such Holder may
request.
(b) Included Securities. Warrant Shares will be
-------------------
included in any such filing upon the written request of any such
Holder made within ten (10) days after receipt of any such notice
(which request shall specify the Warrant Shares intended to be
disposed of by such holder and the intended method of
disposition thereof). The Company shall use its best efforts to
effect the registration of all Warrant Shares which the Company
has been so requested to register by the Holders thereof, to the
extent necessary to permit the disposition of the Warrant Shares
so to be registered; provided that (i) each Holder shall pay its
--------
proportionate share of the underwriting discounts or commissions,
(ii) nothing herein shall require the Company to obtain the
effectiveness of or preclude the Company from withdrawing a
Registration Statement, and (iii) the Holder shall promptly
provide to the Company for inclusion in the Registration
Statement such information with respect to the Holder and the
plan of distribution as may be required under the 1933 Act or the
rules and regulations thereunder or reasonably requested by any
underwriter.
(c) Priority in Underwritten Offerings. If the
----------------------------------
Company at any time proposes to register shares of Common Stock
as contemplated by this Section and such securities are to be
distributed by or through one or more underwriters, the Company
shall, if requested by any Holder or as provided in this Section
8.1, use its best efforts to arrange for such underwriters to
include all the Warrant Shares to be offered and sold by such
Holder among the shares of Common Stock to be distributed by such
underwriters, provided that if the managing underwriter of such
--------
underwritten offering shall advise the Company in writing (with a
copy to each holder of Warrant Shares requesting such
registration) that, in its reasonable and good faith judgment the
number of Warrant Shares requested to be included in such
Registration concurrently with the securities by the Company or
any other Person would adversely affect the price, timing or
distribution of such shares or would exceed the number of shares
it is advisable to offer to sell at such time (the "Sales
Limit"), then the Company will include in such registration, to
the extent of the number of securities which the Company is so
advised can be sold in such offering, the securities that the
Company proposes to issue and sell for its own account and such
number of shares of Warrants Shares requested to be registered by
the Holders thereof pursuant to this Section 8.1 or on behalf of
any other Person pro rata on the basis of the total number of
shares of such securities requested to be registered by each such
Person so that the aggregate number of Warrant Shares and other
shares being listed by or on behalf of another Person does not
exceed the difference between the aggregate Sales Limit and the
securities that the Company proposes to issue and sell for its
own account. Any Holder of Warrant Shares to be included in such
Registration may withdraw its request to have its securities so
included by notice to the Company within five (5) Business Days
after receipt of a copy of a notice from the managing underwriter
pursuant to this Section. Any or all of the conditions precedent
to the obligations of such underwriters under such underwriting
agreement shall be conditions precedent to the obligations of
such Holders of Warrant Shares. Except as set forth in this
Section 8.1, no Holder of Warrant Shares shall be required to
make any representations or warranties to or agreements with the
Company or the underwriters other than customary representations,
warranties or agreements regarding such Holder, such Holder's
Warrant Shares and such Holder's intended method of distribution
and any other representation required by law.
(d) Abandonment or Suspension. The Company may
-------------------------
abandon or suspend any registration effected pursuant to the
provisions of this Section 8.1 at any time and without any
liability to any Holder hereof other than its obligations, to the
extent permitted by applicable law, to pay the expenses of the
Company and the selling security holders in connection therewith.
8.2. Demand Registration.
-------------------
(a) General. The Holder shall have the right to
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request that the Company effect the registration of the Warrant
Shares under the Securities Act of 1933 ("Registration") in a
manner which permits the Holder to sell without registration or
restriction all of such Holder's Warrant Shares in the United
States (the "Registration"), specifying the intended method of
disposition thereof, thereupon the Company shall use its best
efforts to effect, as expeditiously as practicable, the
Registration of
(i) the Warrant Shares which the Company has been
so requested by the Holder, for disposition in
accordance with the intended method or methods of
disposition stated in such request, and
(ii) all other Warrant Shares the holders of which
shall have made a written request to the Company for
registration thereof within twenty (20) days after the
giving of such written notice by the Company (which
request shall specify the intended method or methods of
disposition thereof),
all to the extent necessary to permit the disposition (in
accordance with the intended methods thereof as aforesaid) of the
Warrant Shares so to be registered; provided, however, that the
--------
rights of the Holder pursuant to this Section 8.2 may be
exercised on not more than four occasions and any such request
may not be made within six months of any preceding request, if
any; provided, further, that the aggregate offering price of any
offering of Common Stock registered pursuant to this Section 8.2
shall be not less than $1,000,000.. Any holder of Warrant Shares
to be included in any such Registration, by written notice to the
Company within ten (10) Business Days after its receipt of a copy
of a notice from the managing underwriter delivered pursuant to
Section 8.2(d), may withdraw such request for Registration and,
on receipt of notices from the Holders of a majority (by number
of shares) of the Warrant Shares requested to be included in such
Registration (the "Requisite Holders") withdrawing their
requests, the Company may elect not to effect such Registration.
(b) Registration Statement Form. Registrations
---------------------------
pursuant to this Section 8.2 shall be on such appropriate
registration form or form of prospectus of the Securities and
Exchange Commission (the "Commission") in the appropriate
jurisdiction (i) as shall be reasonably selected by the Requisite
Holders and as such be reasonably acceptable to the Company, and
(ii) as shall permit the disposition of such Warrant Shares in
accordance with the intended method or methods of disposition
specified in the request for their Registration. The Company
agrees to include in any such registration statement or
prospectus all information which any Holder of Warrant Shares
being registered, upon advice of counsel, shall reasonably
request.
(c) Effective Registration Statement or Prospectus. A
----------------------------------------------
Registration requested pursuant to this Section 8.2 shall not be
deemed to have been effected unless a registration statement with
respect thereto has become effective; provided that a
--------
Registration which does not become effective after the Company
has filed a registration statement or prospectus with respect
thereto solely by reason of the refusal to proceed by the
Requisite Holders (other than a refusal to proceed based upon the
advice of counsel relating to a matter with respect to the
Company or the withdrawal of a request for Registration pursuant
to the final proviso of Section 7.2(a)) then the Holders of the
Warrant Shares that were to have been Registered shall pay all
expenses of Registration (all of which are otherwise payable by
the Company) in connection with such Registration.
Notwithstanding the foregoing, a Registration requested pursuant
to this Section 8.2 shall not be deemed to have been effected if
either (i) after a registration statement has become effective,
such Registration is interfered with by any stop order,
injunction or other order or requirement of the Commission in the
appropriate jurisdiction or other governmental agency or court
for any reason; or (ii) the conditions to closing specified in
the purchase agreement or underwriting agreement entered into in
connection with such Registration are not satisfied, other than
by reason of some act or omission by the Holders of the Warrant
Shares that were to have been registered.
(d) Priority in Requested Registrations. If a
-----------------------------------
requested Registration pursuant to this Section 8.2 involves an
underwritten offering and the managing underwriter shall advise
the Company in writing (with a copy to each holder of Warrant
Shares requesting Registration) that, in its reasonable and good
faith judgment, the number of shares of Warrant Shares requested
to be included in such Registration concurrently with securities
being registered by the Company or any other person or entity
would adversely affect the price, timing or the distribution of
such Warrant Shares or would exceed the number of shares it is
advisable to offer to sell at such time, in the reasonable and
good faith judgment of such managing underwriter, the Company
will include in such Registration, to the extent of the number of
securities which the Company is so advised can be sold in such
offering, (i) first, such number of Warrant Shares requested to
be registered by the Holders thereof pursuant to this Section
8.2, and (ii) second, all other securities of the Company
proposed to be included in such Registration, in accordance with
the priorities, if any, then existing among the Company and the
holders of such securities.
(c) Priority of Other Registration Rights. The Company
-------------------------------------
shall not, without the prior written consent of the Holder, grant
to any Person the right to request or require the Company to
register any share of Common Stock or Convertible Securities, or
any rights to subscribe for or to purchase, or any options for
the purchase of, Common Stock or Convertible Securities, which
rights would be senior to the rights of the Holders to request
registration hereunder pursuant to Sections 8.1 or 8.2.
(e) Demand Underwritten Offerings. Unless otherwise
-----------------------------
directed by the Holder of Warrant Shares pursuant to a
Registration requested under this Section 8.2, the Company shall
use reasonable efforts to enter into a firm commitment
underwriting agreement with such underwriters for such offering,
such agreement to be reasonably satisfactory in substance and
form to each such Holder and the underwriters and to contain such
representations and warranties by the Company and such other
terms as are generally prevailing in such agreements, including,
without limitation, conditions precedent to the closing
contemplated by such agreement and customary indemnities. Except
as set forth in this Section 8.2(e), any such Holder of Warrant
Shares shall not be required to make any representations or
warranties to or agreements with the Company or the underwriters
other than representations, warranties, customary indemnities and
agreements regarding such Holder, such Holder's Warrant Shares
and such Holder's intended method of distribution and any other
representation required by law.
Section 9. Termination of Restrictions. The
---------------------------
restrictions imposed by Section 2.2 hereof upon the
transferability of any Warrant Shares shall cease and terminate
as to any Warrant Shares (a) when such securities shall have been
effectively registered under the Act and disposed of in
accordance with the registration statement covering such
securities, or (b) when, in the opinions of both counsel for the
Holder and counsel for the Company, such restrictions are no
longer required in order to insure compliance with the Act.
Whenever such restrictions shall terminate as to the Warrant or
any Warrant Shares, the Holder shall be entitled to receive from
the Company, without expense (other than transfer taxes, if any),
new certificates representing the Warrant or Warrant Shares not
bearing a legend as to restrictions on transfer.
Section 10. No Rights as a Shareholder; Notice to Holder.
--------------------------------------------
Nothing contained in this Warrant shall be construed as
conferring upon the Holder or its transferees the right to vote
or to consent or to receive notice as a shareholder in respect of
any meeting of shareholders for the election of directors of the
Company or any other matter, or any rights whatsoever as a
shareholder of the Company.
Section 11. Representations and Warranties. The Company
------------------------------
hereby represents and warrants to Holder as follows:
(a) The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State
of Delaware and has full power and lawful authority to carry on
its business;
(b) The Company has the full power to execute, deliver
and issue this Warrant and to carry out its obligations
hereunder, the execution, delivery and issuance of this Warrant,
and delivery and issuance of Warrant Shares upon exercise of this
Warrant, have been duly and validly authorized by the Company, no
other acts or proceedings on the part of the Company are
necessary to authorize this Warrant or the Warrant Shares; and
this Warrant constitutes a valid and legally binding obligation
of the Company, enforceable against the Company in accordance
with its terms;
(c) The Warrant Shares will, when issued pursuant to
this Warrant, be duly authorized and validly issued, fully paid
and nonassessable, and not subject to preemptive rights;
(d) No consent or approval by, or filing with, any
governmental authority is required in connection with the
execution, delivery and issuance by the Company of this Warrant
or the delivery and issuance of the Warrant Shares other than
such as have been obtained or made (or as may be required in the
future under applicable securities laws in connection with the
transfer or exercise of this Warrant or the resale of the Warrant
Shares); and
(e) The execution, delivery, issuance of this Warrant
and the delivery and issuance of the Warrant Shares will not
result in the violation of any term or provision of the charter
or bylaws of the Company, or any loan agreement, indentured note
or other instrument, or decree, order, statute, rule or
regulation applicable to the Company (subject, however, to
compliance with applicable securities laws in connection with the
transfer or exercise of this Warrant or the resale of the Warrant
Shares).
Section 12. Notices. Any notice pursuant to this Warrant
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by the Company or by the Holder shall be in writing and shall be
mailed by certified mail, return receipt requested, (a) to the
Company, at its principal office at (b) to the Holder, to Xxxxxx
Financial, Inc., 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Either party may from time to time change the address to which
notices to it are to be delivered or mailed under this Warrant by
notice in writing to the other party.
Section 13. Applicable Law. This Warrant shall be
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governed by and construed in accordance with the laws of the
State of New York, without giving effect to principles of
conflict of laws.
Section 14. Captions. The captions of the Sections and
--------
subsections of this Warrant have been inserted for convenience
only and shall have no substantive effect.
IN WITNESS WHEREOF, the undersigned have executed this
Warrant this 30th day of December, 1997.
XXXX INTERNATIONAL HOLDINGS, INC.
By: /s/ Xxx X. Xxxxxxxx
---------------------------------------
Name: Xxx X. Xxxxxxxx
Title: Chairman of the Board of Directors
Attest: /s/ Xxxxx Xxxxx
------------------------
Secretary
XXXX INTERNATIONAL HOLDINGS, INC.
PURCHASE FORM
The undersigned irrevocably elects to exercise the right of
purchase under the enclosed Warrant, all of the Warrant Shares
provided for in the enclosed Warrant, and requires that
certificates for such shares be issued in the name of:
_________________________________________________________________
(Please Print Name and Social Security No.)
_________________________________________________________________
(Street Address)
_________________________________________________________________
(City, State and Zip Code)
Dated: _______________, 199_
Name of Warrantholder or Assignee: ______________________________
(Please Print)
Address:_________________________________________________________
_________________________________________________________________
Signature:_______________________________________________________
ASSIGNMENT
(To be signed only upon assignment of Warrant)
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers
unto
_________________________________________________________________
(Name of Assignee Must be Printed or Typewritten)
_________________________________________________________________
(Xxxxxx Xxxxxxx)
_________________________________________________________________
(City, State and Zip Code)
the within Warrant, irrevocably constituting and appointing
_________________________________________________________________
Attorney to transfer such Warrant on the books of the Company,
with full power of substitution in the premises.
Dated: ______________, 199__
___________________________________
Signature of Registered Holder
