WARRANT AGREEMENT
WARRANT AGREEMENT ("Warrant Agreement" or "Agreement"), dated as of
March 23, 2002, between DEL GLOBAL TECHNOLOGIES CORP. a New York
corporation (the "Company"), and MELLON INVESTOR SERVICES LLC, a New Jersey
limited liability company (the "Warrant Agent").
WITNESSETH
WHEREAS, litigation was commended against the Company and others in a
Class Action entitled XXXXX, ET AL. V. DEL GLOBAL TECHNOLOGIES CORP., ET AL., as
CIV. 8495 (S.D.N.Y.) ("Class Action"); and
WHEREAS, the plaintiffs and the defendants in the Class Action entered
into a Stipulation of Settlement of Securities Class Action ("Stipulation")
wherein the Company proposed to settle the Class Action by among other things,
issuing to the Class Members (as such term is defined in the Stipulation)
warrants to purchase an aggregate of 1,000,000 shares of the Company's Common
Stock at an exercise price of $2.00 per share, such Warrants to expire six (6)
years from the date of issuance ("Warrants"); and
WHEREAS, the Company's settlement of the Class Action lawsuit
originated in a dispute as to whether the information the Company disseminated
regarding the Company's business and financial status was adequate or accurate,
and did not originate in connection with the issuance of any stock. The
allegedly fraudulent activities did not result in the acquisition of a capital
asset, nor did the Company secure, perfect, or defend title to any existing
capital asset; and
WHEREAS, the Company proposes to issue certificates evidencing the
Warrants (such Warrant certificates issued pursuant to this Agreement being
hereinafter called the "Warrant Certificates"); and
WHEREAS, the Warrants shall be transferable immediately upon issuance;
and
WHEREAS, the Company desires the Warrant Agent, and the Warrant Agent
agrees, to act on behalf of the Company in connection with the issuance,
transfer, exchange, replacement, redemption, and surrender of the Warrant
Certificates; and
WHEREAS, the Company and the Warrant Agent desire to set forth in this
Warrant Agreement, among other things, the form and provisions of the Warrant
Certificates and the terms and conditions under which they may be issued,
transferred, exchanged, replaced, redeemed, and surrendered in connection with
the exercise and redemption of the Warrants;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE I.
DISTRIBUTION OF WARRANT CERTIFICATE
Section 1.1 APPOINTMENT OF WARRANT AGENT. The Company hereby appoints
the Warrant Agent to act on behalf of the Company in accordance with the
instructions hereinafter in this Agreement set forth, and the Warrant Agent
hereby accepts such appointment.
Section 1.2 FORM OF WARRANT CERTIFICATES. The Warrant Certificates
shall be substantially in the form of Exhibit A attached hereto and, in
addition, may have such letters, numbers, or other marks of identification or
designation and such legends, summaries, or endorsements stamped, printed,
lithographed, or engraved thereon as the Company may deem appropriate (but which
do not affect the rights, duties and obligations of the Warrant Agent) and as
are not inconsistent with the provisions of this Agreement or as, in any
particular case, may be required, in the opinion of counsel for the Company, to
comply with any law or with any rule or regulation of any regulatory authority
or agency, or to conform to customary usage.
Section 1.3 EXECUTION OF WARRANT CERTIFICATES. The Warrant
Certificates shall be executed on behalf of the Company by its Chief Executive
Officer or Chief Financial Officer and by its Treasurer, Assistant Treasurer,
Secretary, or Assistant Secretary, either manually or by facsimile signature
printed thereon. The Warrant Certificates shall be manually countersigned and
dated the date of countersignature by the Warrant Agent and shall not be valid
for any purpose unless so countersigned and dated. If any authorized officer of
the Company who shall have signed any of the Warrant Certificates shall cease to
be such officer of the Company either before or after delivery thereof by the
Company to the Warrant Agent, the signature of such person on such Warrant
Certificates nevertheless shall be valid and, such Warrant Certificates may be
countersigned by the Warrant Agent and issued and delivered to those persons
entitled to receive the Warrants represented thereby with the same force and
effect as though the person who signed such Warrant Certificates had not ceased
to be such officer of the Company.
Section 1.4 ISSUANCE AND DISTRIBUTION OF WARRANT CERTIFICATES. Upon
completion of the Settlement as contemplated by the Stipulation, the Company
shall deliver to the Warrant Agent an adequate supply of Warrant Certificates
executed on behalf of the Company as described in Section 1.3 hereof. Upon
receipt of an order from the Company, the Warrant Agent shall as soon as
practicable complete and countersign the Warrant Certificates representing the
total number of Warrants to be issued hereunder and shall deliver such Warrant
Certificates to the Class Members pursuant to an allocation provided by
plaintiff's counsel and pursuant to written instructions of the Company (which
shall include names, addresses, and delivery instructions).
ARTICLE II.
WARRANT EXERCISE PRICE AND EXERCISE OF WARRANTS
Section 2.1 EXERCISE PRICE. Each Warrant Certificate shall, when
properly executed in accordance with Section 1.3 hereof, entitle the registered
holder thereof, subject to the provisions of Article III hereof, to purchase
from the Company one share of common stock of the Company ("Common Stock") for
each Warrant evidenced thereby, at the purchase price of $2.00 per share, or
such adjusted number of shares as may be established from time to time pursuant
to the provisions of Article IV hereof, payable in full at the time of exercise
of the Warrant. Except as the context otherwise requires, the term "Exercise
Price" as used in this Agreement shall mean $2.00.
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Section 2.2 REGISTRATION OF COMMON STOCK AND EXERCISABILITY OF
WARRANTS. Each Warrant may be exercised at any time after the shares of Common
Stock issueable upon exercise of such Warrants have been effectively registered
under the Securities Act of 1933, as amended (the "Securities Act"), and such
other action as may be required by Federal or state law relating to the issuance
or distribution of securities shall have been taken, but not after 5:00 P.M.,
New York City time, on the earlier of March 28, 2008 and the business day
immediately preceding the Call Date (as defined in Section 3.2). The term
"Expiration Dates as used in this Agreement shall mean the latest time and date
at which the Warrants may be exercised. The Company shall use its best efforts
to secure the effective registration of the aforementioned shares of Common
Stock under the Securities Act and to register or qualify such shares under
applicable stare laws consistent with the Company's ability to register shares
under the Securities Act and as otherwise may be permitted by the Securities and
Exchange Commission. The Company shall have no liability if, after using its
best efforts, it is unable to register the shares. The Company further agrees,
from and after the time such registration has become effective, to use its best
efforts to maintain such registration or qualification in effect and to keep
available for delivery upon the exercise of Warrants a prospectus that meets the
requirements of Section 10 of the Securities Act, until the earlier of the date
by which all Warrants are exercised or the Expiration Date; PROVIDED, HOWEVER,
that the Company shall have no obligation to register such Common Stock or
maintain the effectiveness of such registration or qualification or to keep
available a prospectus, as aforesaid, in the event that, by amendment to the
Securities Act or otherwise, such registration or qualification or the delivery
of such prospectus is not required at the time said Common Stock is to be
issued; and PROVIDED FURTHER that in the event, by amendment to the Securities
Act or otherwise, some other or different requirement shall be imposed by act of
the Congress of the United States which shall relate to the issuance of Common
Stock upon exercise of the Warrants, the Company shall use its best efforts to
comply with such requirements so long as the same shall not be more burdensome
to the Company than the registration statement under the Securities Act.
Promptly after a registration statement under the Securities Act covering the
aforementioned Common Stock has become effective, or such other action as
contemplated hereby and as may be required has been taken, as the case may be,
the Company shall cause notice thereof or a copy of the prospectus covering the
aforementioned Common Stock to be mailed to each registered holder of a Warrant
Certificate.
Section 2.3 PROCEDURE FOR EXERCISE OF WARRANTS. During the period
specified in and subject to the provisions of Section 2.2 hereof, Warrants may
be exercised by surrendering the Warrant Certificates representing such Warrants
to the Warrant Agent at its office designated for such purpose (the "Principal
Office"), which is presently at 00 Xxxxxxxxxx Xxxx, Xxxxxxxxxx Xxxx, Xxx Xxxxxx
(Reorganization Department), with the election to purchase form set forth on the
Warrant Certificate duly completed and executed, with signatures guaranteed by a
member firm of a national securities exchange, a commercial bank (not a savings
bank or a savings and loan association) or trust company located in the United
States, a member of the National Association of Securities Dealers, Inc., or
another eligible guarantor institution which is a participant in a signature
guarantee program (as such terms are defined in Regulation 240.17Ad-15 under the
Securities Exchange Act of 1934, as amended) acceptable to the Warrant Agent
("Signatures Guaranteed"), accompanied by payment in full of the Exercise Price
as provided in Section 2.1 in effect at the time of such exercise, together with
such taxes and charges as are specified in Section 7.1 hereof, for each share of
Common Stock with respect to which such Warrants are being exercised. Such
Exercise Price, taxes and charges shall be paid in full by certified check or
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money order, payable in United States currency to the order of the Company. The
date on which Warrants are exercised in accordance with this Section 2.3 is
sometimes referred to herein as the Date of Exercise of such Warrants.
Section 2.4 ISSUANCE OF COMMON STOCK. As soon as practicable after the
Date of Exercise of any Warrants, the Company shall issue, or cause the transfer
agent for the Common Stock, if any, to issue a certificate or certificates for
the number of full shares of Common Stock to which such holder is entitled,
registered in accordance with the instructions set forth in the election to
purchase. All shares of Common Stock issued upon the exercise of any Warrants
shall be validly authorized and issued, fully paid, and nonassessable, and free
from all taxes, liens, and charges created by the Company in respect of the
issue thereof. Each person in whose name any such certificate for shares of
Common Stock is issued shall for all purposes be deemed to have become the
holder of record of the Common Stock represented thereby on the Date of Exercise
of the Warrants resulting in the issuance of such shares, irrespective of the
date of issuance or delivery of such certificate for shares of Common Stock.
Section 2.5 CERTIFICATES FOR UNEXERCISED WARRANTS. If less than all of
the Warrants represented by a Warrant Certificate are exercised, the Warrant
Agent shall execute and mail, by first-class mail, within 30 days of the Date of
Exercise, to the registered holder of such Warrant Certificate, or such other
person as shall be designated in the election to purchase, a new Warrant
Certificate representing the number of full Warrants not exercised. In no event
shall a fraction of a Warrant be exercised, and the Warrant Agent shall
distribute no Warrant Certificates representing fractions of Warrants under this
or any other section of this Agreement. Final fractions of shares shall be
treated as provided in Section 4.7.
Section 2.6 RESERVATION OF SHARES. The Company shall at all times
reserve and keep available for issuance upon the exercise of Warrants a number
of its authorized but unissued shares of Common Stock that will be sufficient to
permit the exercise in full of all outstanding Warrants.
Section 2.7 DISPOSITION OF PROCEEDS. The Warrant Agent shall account
promptly to the Company with respect to Warrants exercised and concurrently
deliver to the Company all funds received for the purchase of shares of Common
Stock through the exercise of such Warrants.
ARTICLE III.
CALL OF WARRANTS
Section 3.1 RIGHT TO CALL. In the event that the Market Price of the
common Stock shall have been greater than or equal to $4.00 per share for a
period of ten (10) consecutive Trading Days, the Company may, at its option,
call for redemption of all or any portion of the then outstanding Warrants at a
call price of $.25 per Warrant (the "Call Price"). At any time after the tenth
consecutive Trading Day in which the Market Price of the Company's Common Stock
was $4.00 or more per share ("Call Eligibility Date"), the Company shall give
written notice, or shall cause the Warrant Agent (provided the Company has
provided the Warrant Agent with all necessary information) to give written
notice to each of the registered holders of the Warrants advising that the
holders shall have a thirty (30) day period commencing on the date of notice
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within which to exercise its Warrant(s), failing which, the Company may
thereafter, at any time prior to the Expiration Date, call for redemption of the
holders' Warrants for $.25 per Warrant. The Company shall not be required to
give such written notice immediately after the Call Eligibility Date and may
give such notice at any rime thereafter, in its sole discretion.
Section 3.2 PAYMENT OF CALL PRICE. On or prior to the opening of
business on the expiration of the thirty (30) day exercise period pursuant to
Section 3.1 ("Call Date"), the Company will deposit with the Warrant Agent funds
in form satisfactory to the Warrant Agent sufficient to purchase all the
Warrants which are to be called. Payment of the Call Price will be made by the
Warrant Agent upon presentation and surrender of the Warrant Certificates
representing such Warrants to the Warrant Agent at its Principal Office.
Section 3.3 CALL IN PART. In the event the Company shall determine to
call less than all the Warrants, the Warrants chosen to be called shall be
selected by the Warrant Agent in such manner as the Warrant Agent shall deem
fair and equitable, including without limitation selection by lot.
ARTICLE IV.
ADJUSTMENTS AND NOTICE PROVISIONS
Section 4.1 STOCK DIVIDENDS, SPLITS AND COMBINATIONS.
(a) Adjustment to number of shares purchasable upon execution. In
case at any time or from time to time the Company shall:
(i) Pay a dividend payable in, or other distribution of,
additional shares of Common Stock; or
(ii) subdivide its outstanding shares of Common Stock into a
larger number of shares of Common Stock; or
(iii) combine its outstanding shares of Common Stock into a
smaller number of shares of Common Stock,
then the number of shares of Common Stock issuable upon exercise of a Warrant
("Issuable Shares") immediately after the happening of any such event shall be
increased or decreased, as the case may be, in proportion to the increase or
decrease of the outstanding shares of the Company.
(b) WHEN ADJUSTMENTS TO BE MADE. The adjustments required by the
preceding subsection of this Article IV shall be made whenever and as often as
any specified event requiring an adjustment shall have occurred, except that no
adjustment of the number of Issuable Shares that would otherwise be required
shall be made (except in the case of a subdivision or combination of shares of
the Common Stock, as provided for in Section 4.1(a)) unless and until such
adjustment either by itself or with other adjustments not previously made would
require an increase or decrease of at least 2.5% in the number of Issuable
Shares immediately prior to making such adjustment. Any adjustment representing
a change of less than such minimum amount shall be carried forward and made as
soon as such adjustments together with other adjustments required by this
Article IV and not previously made would result in an adjustment of at least
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2.5% as aforesaid. For the purpose of any adjustment, any specified event shall
be deemed to have occurred at the close of business on the date of its
occurrence.
Section 4.2 REORGANIZATIONS. In case of any capital reorganization,
other than in the cases referred to in Section 4.1 hereof, or the consolidation
or merger of the Company with or into another corporation (other than a merger
or consolidation in which the Company is the continuing corporation and which
does not result in any reclassification of the outstanding shares of Common
Stock or the conversion of such outstanding shares of Common Stock into shares
of other stock or other securities or property), or the sale of the property of
the Company as an entirety or substantially as an entirety (such actions being
hereinafter collectively referred to as "Reorganizations"), there shall
thereafter be deliverable upon exercise of any Warrant (in lieu of the number of
shares of Common Stock thereto ore deliverable) the number of shares of stock or
other securities or property to which a holder of the number of shares of Common
Stock which would otherwise have been deliverable upon the exercise of such
Warrant would have been entitled upon such Reorganization if such Warrant had
been exercised in full immediately prior to such Reorganization. In case of any
Reorganization, appropriate adjustment, as determined in good faith by the Board
of Directors of the Company, shall be made in the application of the provisions
herein set forth with respect to the rights and interests of Warrant holders so
that the provisions set forth herein shall thereafter be applicable, as nearly
as possible, in relation to any shares or other property thereafter deliverable
upon exercise of Warrants. Any such adjustment shall be made in a statement
filed with the Warrant Agent and shall for all purposes hereof conclusively be
deemed to be an appropriate adjustment. The Company shall not effect any such
Reorganization unless upon or prior to the consummation thereof the successor
corporation, or if the Company shall be the surviving corporation in any such
Reorganization and is not the issuer of the shares of stock or other securities
or property to be delivered to holders of shares of the Common Stock outstanding
at the effective time thereof, then such issuer, shall assume by written
instrument the obligation to deliver to each registered holder of any Warrant
Certificate such shares of stock, securities, cash, or other property as such
holder shall be entitled to purchase in accordance with the foregoing
provisions. In the event of sale or conveyance or other transfer of all or
substantially all of the assets of the Company as a part of a plan for
liquidation of the Company, all rights to exercise any Warrant shall terminate
30 days after the Company gives written notice to each registered holder of a
Warrant Certificate that such sale or conveyance or other transfer has been
consummated.
Section 4.3 NOTICE OF CERTAIN ACTIONS. In the event the Company shall
propose to:
(a) pay any dividend or make any distribution on shares of Common
Stock in shares of Common Stock or make any other distribution (other than
regularly scheduled cash dividends which are not in an amount per share greater
than the most recent such cash dividend) to all holders of Common Stock; or
(b) issue any rights, warrants, or other securities to all
holders of Common Stock entitling them to purchase any additional shares of
Common Stock or any other rights, warrants, or other securities; or
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(c) effect any reclassification of its Common Stock (other than a
reclassification involving merely the subdivision or combination of outstanding
shares of Common Stock) or any capital reorganization, or any consolidation or
merger (other than a merger in which no distribution of securities or other
property is made to holders of Common Stock), or any sale, transfer or other
disposition of its property, assets, and business substantially as an entirety,
or the liquidation, dissolution, or winding up of the Company;
(d) take any other action which would result in an adjustment of
the number of shares purchasable upon exercise of a Warrant pursuant to Section
4.1; then, in each such case, the Company shall cause notice of such proposed
action to be mailed to the Warrant Agent. Such notice shall specify the date on
which the books of the Company shall close, or a record be taken, for
determining holders of Common Stock entitled to receive such stock dividend or
other distribution or such rights or options, or the date on which such
reclassification, reorganization, consolidation, merger, sale, transfer, other
disposition, liquidation, dissolution, winding up, or exchange or other action
shall rake place or commence, as the case may be, and the date as of which it is
expected that holders of record of Common Stock shall be entitled to receive
securities or other property deliverable upon such action, if any such date has
been fixed. The Company shall cause copies of such notice to be mailed to each
registered holder of a Warrant Certificate. Such notice shall be mailed, in the
case of any action covered by Section 4.1(a)(i) or 4.1(a)(ii) above, at least 10
days prior to the record date for determining holders of the Common Stock for
purposes of receiving such payment or offer; in the case of any action covered
by Section 4.1(a)(iii) above, at least 10 days prior to the earlier of the date
upon which such action is to take place or any record date to determine holders
of Common Stock entitled to receive such securities or other property; and in
the case of any action covered by Section 4.1 above, no more than 30 days after
such action. The Warrant Agent shall be fully protected in relying on any such
notice and on any adjustment therein contained and shall have no duty with
respect to and shall not be deemed to have knowledge of any adjustment unless
and until it shall have received such notice.
Section 4.4 NOTICE OF CALL. Notice of any call for redemption shall be
given to the Warrant Agent by the Company not less than 30 days prior to the
date established for such call (the "Call Date") and such notice shall be mailed
to all registered holders of Warrant Certificates to be called by the Warrant
Agent promptly after the Company shall have given such notice to the Warrant
Agent. Each such notice of call will specify the Call Date and the Call Price.
The notice will state that payment of the Call Price will be made by the Warrant
Agent upon presentation and surrender of the Warrant Certificates representing
such Warrants to the Warrant Agent at its Principal Office, and will also state
that the right to exercise the Warrants will terminate at 5:00 P.M., New York
City time, on the business day immediately preceding the Call Date. The Company
will also make prompt public announcement of such redemption by news release and
by notice to any national securities exchange on which the Warrants are listed
for trading. The Warrant Agent shall have no duty or obligation with respect to
this Section until it has received sufficient cash, if required, from the
Company with respect to its duties and obligations under this Section.
Section 4.5 NOTICE OF ADJUSTMENTS. Whenever any adjustment is made
pursuant to this Article IV, the Company shall cause notice of such adjustment
to be mailed to the Warrant Agent within 15 days thereafter, such notice to
include in reasonable detail (a) the events precipitating the adjustment, (b)
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the computation of any adjustments, and (c) the number of shares or the
securities or other property issuable upon exercise of each Warrant, after
giving effect to such adjustment. The Warrant Agent shall within 15 days after
receipt of such notice from the Company cause a similar notice to be mailed to
each registered holder of a Warrant Certificate.
Section 4.6 WARRANT CERTIFICATE AMENDMENTS. Irrespective of any
adjustments pursuant to this Article IV, Warrant Certificates theretofore or
thereafter issued need not be amended or replaced, but certificates thereafter
issued shall bear an appropriate legend or other notice of any adjustments.
Section 4.7 FRACTIONAL SHARES. The Company shall not be required upon
the exercise of any Warrant to issue fractional shares of Common Stock which may
result from adjustments in accordance with this Article IV to the number of
Issuable Shares. If more than one Warrant is exercised at one time by the same
registered holder, the number of full shares of Common Stock which shall be
deliverable shall be computed based on the number of shares deliverable in
exchange for the aggregate number of Warrants exercised. With respect to any
final friction of a share called for upon the exercise of any Warrant or
Warrants, the Company shall pay a cash adjustment in respect of such final
fraction in an amount equal to the same fraction of the Market price of a share
of Common Stock calculated in accordance with Section 4.8. The Warrant Agent
shall have no duty or obligation with respect to this Section or any other
section hereof regarding fractional shares unless and until it has received
specific instructions (and sufficient cash, if required) from the Company with
respect to its duties and obligations under such sections.
Section 4.8 MARKET PRICE. The "Market Price" for any day shall be
determined as follows:
(a) If the Common Stock is listed on a national securities
exchange or admitted to unlisted trading privileges on such exchange or listed
for trading on the NASDAQ system, the Market Price of a share shall be the last
reported sale price per share of the Common Stock on such exchange or system or
if no such sale is made on such day, the average of the closing bid and asked
prices per share for such day on such exchange or system; or
(b) If the Common Stock is not so listed or admitted to unlisted
trading privileges, the Market Price of a share shall be the mean of the last
reported bid and asked prices per share reported by the National Quotation
Bureau, Inc. on such day; or
(c) If the Common Stock is not so listed or admitted to unlisted
trading privileges and bid and asked prices are not so reported, the Market
Price of a share shall be an amount, not less than book value thereof, as at the
end of the most recent fiscal year of the Issuer ending prior to the date of the
exercise of the Warrant, determined in such reasonable manner as may be
prescribed by the Board of Directors of the Issuer.
Section 4.9 TRADING DAY. Any day on which the New York State Stock
Exchange is open for trading shall be considered a "Trading Day".
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ARTICLE V.
OTHER PROVISIONS RELATING TO
RIGHTS OF REGISTERED HOLDERS
OF WARRANT CERTIFICATES
Section 5.1 RIGHTS OF WARRANT HOLDERS. No Warrant Certificate shall
entitle the registered holder thereof to any of the rights of a stockholder of
the Company, including without limitation the right to vote, to receive
dividends and other distributions, or to receive any notice of, or to attend,
meetings of stockholders or any other proceedings of the Company.
Section 5.2 LOST, STOLEN, MUTILATED, OR DESTROYED WARRANT
CERTIFICATES. If any Warrant Certificate shall be mutilated, lost, stolen, or
destroyed, the Company in its discretion, may direct the Warrant Agreement to
execute and deliver, in exchange and substitution for and upon cancellation of a
mutilated Warrant Certificate, or in lieu of or in substitution for a lost,
stolen, or destroyed Warrant Certificate, a new Warrant Certificate for the
number of Warrants represented by the Warrant Certificate so mutilated, lost,
stolen, or destroyed but only upon receipt of evidence of such loss, theft, or
destruction of such Warrant Certificate, and of the ownership thereof, and
indemnity, if requested, all satisfactory to the Company and the Warrant Agent.
Applicants for such substitute Warrant Certificates shall also comply with such
other reasonable regulations and pay such other reasonable charges incidental
thereto as the Company or the Warrant Agent may prescribe. Any such new Warrant
Certificate shall constitute an original contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant
Certificate shall be at any time enforceable by anyone.
ARTICLE VI.
SPLIT UP, COMBINATION, EXCHANGE, TRANSFER,
AND CANCELLATION OF WARRANT CERTIFICATES
Section 6.1 SPLIT UP, COMBINATION, EXCHANGE, AND TRANSFER OF WARRANT
CERTIFICATES. Prior to the Expiration Date, Warrant Certificates, subject to the
provisions of Section 6.2, may be split up, combined, or exchanged for other
Warrant Certificates representing a like aggregate number of Warrants or may be
transferred in whole or in part. Any holder desiring to split up, combine, or
exchange a Warrant Certificate or Warrant Certificates shall make such request
in writing delivered to the Warrant Agent at its Principal Office and shall
surrender the Warrant Certificate or Warrant Certificates so to be split up,
combined, or exchanged at said office. Subject to any applicable laws, rules, or
regulations restricting transferability, any restriction on transferability that
may appear on a Warrant Certificate in accordance with the terms hereof, or any
"stop-transfer" instructions the Company may give to the Warrant Agent to
implement any such restrictions (which instructions the Company is expressly
authorized to give), transfer of outstanding Warrant Certificates may be
effected by the Warrant Agent from time to time upon the books of the Company to
be maintained by the Warrant Agent for that purpose, upon a surrender of the
Warrant Certificate to the Warrant Agent at its Principal Office, with the
assignment form set forth in the Warrant Certificate duly executed and with
Signatures Guaranteed. Upon any such surrender for split up, combination,
exchange, or transfer, the Warrant Agent shall execute and deliver to the person
entitled thereto a Warrant Certificate or Warrant Certificates, as the case may
be, as so requested. The Warrant Agent shall not be required to effect any split
up, combination, exchange, or transfer which will result in the issuance of a
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Warrant Certificate evidencing a fraction of a Warrant. The Warrant Agent shall
not be required (a) to issue, register the transfer of or exchange any Warrant
during a period beginning at the opening of business 15 days before the day of
the mailing of a notice of call of Warrants selected for call under Section 3.1
and ending at the close of business on the day of such mailing or (b) to
register the transfer of or exchange any Warrant so selected for call in whole
or in part, except, in the case of any Warrant to be called in part, the portion
thereof not to be called. The Warrant Agent may require the holder to pay a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any split up, combination, exchange, or transfer of Warrant
Certificates prior to the issuance of any new Warrant Certificate. The Warrant
Agent shall have no duty or obligation to rake any action under any section of
this Agreement which requires the payment by a holder of a Warrant of applicable
taxes and governmental charges unless and until the Warrant Agent is satisfied
that all such taxes and/or charges have been paid.
Section 6.2 CANCELLATION OF WARRANT CERTIFICATES. Any Warrant
Certificate surrendered upon the exercise of Warrants or for split up,
combination, exchange, or transfer, or purchased or otherwise acquired by the
Company, shall be cancelled and shall not be reissued by the Company; and,
except as provided in Section 2.5 in case of the exercise of less than all of
the Warrants evidenced by a Warrant Certificate or in Section 6.1 in case of a
split up, combination, exchange, or Transfer, no Warrant Certificate shall be
issued hereunder in lieu of such cancelled Warrant Certificate. Any Warrant
Certificate so cancelled shall be destroyed by the Warrant Agent unless
otherwise directed by the Company.
Section 6.3 AGREEMENT OF WARRANT CERTIFICATE HOLDERS. Every holder of
a Warrant Certificate by accepting the same consents and agrees with the Company
and the Warrant Agent and with every other holder of a Warrant Certificate that:
(a) transfer of the Warrant Certificates shall be registered on
the books of the Company maintained for that purpose by the Warrant Agent only
if surrendered at the Principal Office of the Warrant Agent, duly endorsed or
accompanied by a proper instrument of transfer, with Signatures Guaranteed; and
(b) prior to due presentment for registration of transfer, the
Company and the Warrant Agent may deem and treat the person in whose name the
Warrant Certificate is registered as the absolute owner thereof and of the
Warrants evidenced thereby (notwithstanding any notations of ownership or
writing on the Warrant Certificates made by anyone other than the Company or the
Warrant Agent) for all purposes whatsoever, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary.
ARTICLE VII.
PROVISIONS CONCERNING THE WARRANT AGENT
AND OTHER MATTERS
Section 7.1 PAYMENT OF TAXES AND CHARGES. The Company will from time
to time promptly pay to the Warrant Agent, or make provisions satisfactory to
the Warrant Agent for the payment of, all taxes and charges that may be imposed
by the United States or any state upon the Company or the Warrant Agent in
connection with the issuance or delivery of shares of Common Stock upon the
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exercise of any Warrants, but any taxes or charges in connection with the
issuance of Warrant Certificates or certificates for shares of Common Stock in
any name other than that of the registered holder of the Warrant Certificate
surrendered shall be paid by such registered holder; and, in such case, the
Company shall nor be required to issue or deliver any Warrant Certificate or
certificate for shares of Common Stock until such taxes shall have been paid or
it has been established to the Company's or Warrant Agent's satisfaction that no
tax or charge is due.
Section 7.2 RESIGNATION OR REMOVAL OF WARRANT AGENT. The Warrant Agent
may resign its duties and be discharged from all further duties and liabilities
hereunder after giving 30 days notice in. writing to the Company, except that
such shorter notice may be given as the Company shall, in writing, accept as
sufficient. Upon comparable notice to the Warrant Agent and to the holders of
the Warrant Certificates, the Company may remove the Warrant Agent; PROVIDED,
HOWEVER, that in such event the Company shall appoint a new Warrant Agent, as
hereinafter provided, and the removal of the Warrant Agent shall not be
effective until the earlier of: i) the expiration of the 30 day notice period or
ii) a new Warrant Agent has been appointed and has accepted such appointment. If
the office of Warrant Agent becomes vacant by resignation or incapacity to act
or otherwise, the Company shall appoint in writing a new Warrant Agent. If the
Company shall fail to make such appointment within a period of 30 days after it
has been notified in writing of such resignation or incapacity by the resigning
or incapacitated Warrant Agent or by the registered holder of any Warrant
Certificate, then the registered holder of any Warrant Certificate may apply to
any court of competent jurisdiction for the appointment of a new Warrant Agent.
Any successor Warrant Agent, whether appointed by the Company or by such a
court, shall be an entity organized and doing business under the laws of the
United States or of any state thereof, in good standing, which is authorized
under such laws to exercise stock transfer powers and is subject to supervision
or examination by federal or state authority and which has at the time of its
appointment as Warrant Agent a combined capital and surplus of at least
$10,000,000. Any new Warrant Agent appointed hereunder shall execute,
acknowledge, and deliver to the former Warrant Agent last in office, and to the
Company, an instrument accepting such appointment under substantially the same
terms and conditions as are contained herein, and thereupon such new Warrant
Agent without any further act or deed shall become vested with the rights,
powers, duties, and responsibilities of the Warrant Agent and the former Warrant
Agent shall cease to be the Warrant Agent; but if for any reason it becomes
necessary or expedient to have the former Warrant Agent execute and deliver any
further assurance, conveyance, act, or deed, the same shall be done at the
expense of the Company and shall be legally and validly executed and delivered
by the former Warrant Agent upon payment in full of amounts owed to the former
Warrant Agent.
Section 7.3 NOTICE OF APPOINTMENT. Not later than the effective date
of the appointment of a new Warrant Agent the Company shall cause notice thereof
to be mailed to the former Warrant Agent and the transfer agent for the Common
Stock, and shall forthwith cause a copy of such notice to be mailed to each
registered holder of a Warrant Certificate. Failure to mail such notice, or any
defect contained therein, shall not affect the legality or validity of the
appointment of the successor Warrant Agent.
Section 7.4 MERGER OF WARRANT AGENT. Any entity into which the Warrant
Agent may be merged or with which it may be consolidated, or any entity
resulting from any merger or consolidation to which die Warrant Agent shall be a
11
party, shall be the successor Warrant Agent under this Agreement without further
act, provided that such entity would be eligible for appointment as a successor
Warrant Agent under the provisions of Section 7.2 hereof. Any such successor
Warrant Agent may adopt the prior countersignature of any predecessor Warrant
Agent and distribute Warrant Certificates countersigned but not distributed by
such predecessor Warrant Agent, or may countersign the Warrant Certificates in
its own name.
Section 7.5 COMPANY RESPONSIBILITIES. The Company agrees that it shall
(a) pay the Warrant Agent reasonable remuneration for its services as Warrant
Agent hereunder and will reimburse the Warrant Agent upon demand for all
expenses, advances, disbursements, taxes, government charges and expenditures
that the Warrant Agent may reasonably incur in the preparation, execution,
delivery, amendment and administration of this Agreement (including fees and
expenses of its counsel); (b) provide the Warrant Agent, upon request, with
sufficient funds to pay any cash due pursuant to Section 4.8 upon exercise of
Warrants; and (c) perform, execute, acknowledge, and deliver or cause to be
performed, executed, acknowledged, and delivered all further and other acts,
instruments, and assurances as may reasonably be required by the Warrant Agent
for the carrying out or performing by the Warrant Agent of the provisions of
this Agreement.
Section 7.6 CERTIFICATION FOR THE BENEFIT OF WARRANT AGENT. Whenever
in the performance of its duties under this Agreement the Warrant Agent shall
deem it necessary or desirable that any matter be proved or established or that
any instructions with respect to the performance of its duties hereunder be
given by the Company prior to taking or suffering any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established, or such
instructions may be given, by a certificate or instrument signed by the Chief
Executive Officer, Chief Financial Officer, the Secretary, any Assistant
Secretary, the Treasurer, or any Assistant Treasurer of the Company and
delivered to the Warrant Agent. Such certificate or instrument may be relied
upon by the Warrant Agent for any action taken, suffered or omitted in good
faith by it under the provisions of this Agreement; but in its discretion the
Warrant Agent may in lieu thereof accept other evidence of such matter or may
require such further or additional evidence as it may deem reasonable.
Section 7.7 BOOKS AND RECORDS. The Warrant Agent shall maintain the
Company's books and records for registration and registration of transfer of the
Warrant Certificates issued hereunder. Such books shall show the names and
addresses of the respective holders of the Warrant Certificates, the number of
Warrants evidenced on its face by each Warrant Certificate, and the date of each
Warrant Certificate.
Section 7.8 LIABILITY OF WARRANT AGENT. The Warrant Agent shall be
liable hereunder for its own gross negligence or willful misconduct (each as
finally determined by a court of competent jurisdiction). The Warrant Agent
shall act hereunder solely as an agent for the Company and its duties shall be
determined solely by the provisions hereof. The Warrant Agent shall not be
liable for or by reason of any of the statements of fact or recitals contained
in this Agreement or in the Warrant Certificates (except its countersignature
thereof) or be required to verify the same, but all such statements and recitals
are and shall be deemed to have been made by the Company only. The Warrant Agent
12
will not incur any liability or responsibility to the Company or to any holder
of any Warrant Certificate for any action taken, or any failure to take action,
in reliance on any notice, resolution, waiver, consent, order, certificate, or
other paper, document, or instrument reasonably believed by the Warrant Agent to
be genuine and to have been signed, sent, or presented by the proper party or
parties. The Warrant Agent shall not be under any responsibility in respect of
the validity of this Agreement or the execution and delivery hereof by the
Company or in respect of the validity or execution of any Warrant Certificate
(except its countersignature thereof); nor shall it be responsible for any
breach by the Company of any covenant or condition contained in this Agreement
or in any Warrant Certificate; nor shall it be responsible for the making of any
adjustment required under the provisions of Article IV hereof or responsible for
the manner, method, or amount of any such adjustment or the facts that would
require any such adjustment; nor shall it by any act hereunder be deemed to make
any representation or warranty as to the authorization or reservation of any
shares of Common Stock or other securities to be issued pursuant to this
Agreement or any Warrant Certificate or as to whether any shares of Common Stock
or other securities will when issued be validly authorized and issued and fully
paid and nonassessable.
Section 7.9 USE OF ATTORNEYS, AGENTS, AND EMPLOYEES. The Warrant Agent
may execute and exercise any of the rights or powers hereby vested in it or
perform any duty hereunder either itself or by or through its attorneys, agents,
or employees.
Section 7.10 INDEMNIFICATION. The Company agrees to indemnify the
Warrant Agent and save it harmless against any and all losses, expenses, or
liabilities, including judgments, costs, damages, fines, penalties, claims,
demands, settlements and counsel fees for any action taken, suffered or omitted
to be taken by the Warrant Agent in connection with the execution and
administration of this Warrant Agreement, except when such losses result from
the Warrant Agent's gross negligence or willful misconduct (each as finally
determined by a court of competent jurisdiction). The costs and expense incurred
in enforcing this right of indemnification shall be paid by the Company.
Notwithstanding anything herein to the contrary, in no event shall the Warrant
Agent be liable for special, indirect, punitive, incidental or consequential
loss or damage of any kind whatsoever (including, but not limited to, lost
profits) even if the Warrant Agent has been advised of the likelihood of such
loss or damage. Any liability of the Warrant Agent under this Warrant Agreement
will be limited to the amount of fees paid by the Company to the Warrant Agent.
The provisions set forth in this Section and in Section 7.5 (a) shall survive
the resignation or removal of the Warrant Agent or the termination of this
Warrant Agreement.
Section 7.11 ACCEPTANCE OF AGENCY. The Warrant Agent hereby accepts
the agency established by this Agreement and agrees to perform the same upon the
terms and conditions herein set forth.
Section 7.12 CHANGES TO AGREEMENT. The Warrant Agent may, without the
consent or concurrence of any registered holder of a Warrant Certificate, by
supplemental agreement or otherwise, join with the Company in making any changes
or corrections in this Agreement that they shall have been advised by counsel
(a) are required to cure any ambiguity or to correct any defective or
inconsistent provision or clerical omission or mistake or manifest error herein
contained, (b) add to the covenants and agreements of the Company or the Warrant
Agent in this Agreement such further covenants and agreements thereafter to be
observed, or (c) result in the surrender of any right or power reserved to or
13
conferred upon the Company or the Warrant Agent in this Agreement, but which
changes or corrections do not or will not adversely affect, alter, or change the
rights, privileges, or immunities of the registered holders of Warrant
Certificates.
Section 7.13 ASSIGNMENT. All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Warrant Agent shall bind
and inure to the benefit of their respective successors and assigns.
Section 7.14 SUCCESSOR TO COMPANY. The Company will not merge or
consolidate with or into any other entity or sell or otherwise transfer its
property, assets, and business substantially as an entirety to a successor
entity unless the entity resulting from such merger, consolidation, sale, or
transfer (if not the Company) shall expressly assume, by supplemental agreement
satisfactory in form and substance to the Warrant Agent and delivered to the
Warrant Agent, the due and punctual performance and observance of each and every
covenant and condition of this Agreement to be performed and observed by the
Company.
Section 7.15 NOTICES. Any notice or demand required by this Agreement
to be given or made by the Warrant Agent or by the registered holder of any
Warrant Certificate to or on the Company shall be sufficiently given or made if
sent by first-class or registered mail, postage prepaid, addressed (until
another address is filed in writing by the Company with the Warrant Agent) as
follows:
Del Global Technologies Corp.
Xxx Xxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Attention: Director of Investor Relations
with a copy to:
Tashlik, Kreutzer, Goldwyn & Xxxxxxxx P.C.
000 Xxxxxxxx Xxxxxxxxx
Xxxxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx Xx. Tashlik, Esq.
Any notice or demand required by this Agreement to be given or made by the
registered holder of any Warrant Certificate or by the Company to or on the
Warrant Agent shall be sufficiently given or made if sent by first-class or
registered mail, postage prepaid, addressed (until another address is filed in
writing with the Company by the Warrant Agent), as follows:
Melon Investor Services LLC
00 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxxxx
With a copy to:
Mellon Investor Services LLC
00 Xxxxxxxxxx Xxxx
Xxxxxxxxxx Xxxx, Xxx Xxxxxx 00000-0000
Attention: General Counsel
Any notice or demand required by this Agreement to be given or made by the
Company or the Warrant Agent to or on the registered holder of any Warrant
Certificate shall be sufficiently given or made, whether or not such holder
receives the notice, if sent by first class or registered mail, postage prepaid,
addressed to such registered holder at his last address as shown on the books of
the Company maintained by the Warrant Agent. Otherwise such notice or demand
shall be deemed given when received by the party entitled thereto.
Section 7.16 DEFECTS IN NOTICE. Failure to file any certificate or
notice or to mail any notice, or any defect in any certificate or notice
pursuant to this Agreement, shall not affect in any way the rights of any
registered holder of a Warrant Certificate or the legality or validity of any
adjustment made pursuant to Section 4.1 hereof, or any transaction giving rise
to any such adjustment, or the legality or validity of any action taken or to be
taken by the Company.
Section 7.17 GOVERNING LAW. The laws of the State of New York shall
govern this Warrant Agreement and the Warrant Certificates.
Section 7.18 STANDING. Nothing in this Agreement expressed and nothing
that may be implied from any of the provisions hereof is intended, or shall be
construed, to confer upon, or give to, any person or corporation other than the
Company, the Warrant Agent, and the registered holders of the Warrant
Certificates any right, remedy, or claim under or by reason of this Agreement or
of any covenant, condition, stipulation, promise, or agreement contained herein;
and all covenants, conditions, stipulations, promises, and agreements contained
in this Agreement shall be for the sole and exclusive benefit of the Company and
the Warrant Agent and their successors, and the registered holders of the
Warrant Certificates.
Section 7.19 HEADINGS. The descriptive headings of the articles and
sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.
Section 7.20 COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original; but such counterparts shall together constitute but one and the same
instrument.
Section 7.21 CONFLICT OF INTEREST. The Warrant Agent and any
stockholder, affiliate, director, officer, or employee of the Warrant Agent may
buy, sell, or deal in any of the Warrant Certificates or other securities of the
Company or become particularly interested in any transaction in which the
Company may be interested or contract with or lend money to the Company or
otherwise act as fully and freely as though the Warrant Agent were not Warrant
Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from
acting in any other capacity for the Company, including without limitation as
trustee under any indenture or as transfer agent for any securities of the
Company or for any other entity.
15
Section 7.22 AVAILABILITY OF THE AGREEMENT. The Warrant Agent shall
keep copies of this Agreement available for inspection by holders of Warrants
during normal business hours at its Principal Office. Copies of this Agreement
may be obtained upon written request addressed to:
Del Global Technologies Corp.
Xxx Xxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Attention: Director of Investor Relations
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the day and year first above written.
DEL GLOBAL TECHNOLOGIES CORP.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Xxxxxx X. Xxxxxx
Chief Financial Officer
MELLON INVESTOR SERVICES LLC
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------------
Xxxxx X. Xxxxxxxxx
Senior Client Service Manager
16
Exhibit A
[FORM OF WARRANT CERTIFICATE]
No.
Certificate for Warrants
NOT EXERCISABLE BEFORE 9:30 A.M., NEW
YORK CITY TIME, ON MARCH 28, 2002
OR AFTER 5:00 P.M., NEW YORK CITY TIME,
ON MARCH 28, 2008
DEL GLOBAL TECHNOLOGIES CORP.
COMMON STOCK PURCHASE WARRANT CERITIFICATE
THIS CERTIFIES that _____________________________________________ or
registered assigns is the registered holder (the "Registered Holder") of the
number of Warrants set forth above, each of which represents the right to
purchase one fully paid and nonassessable share of Common Stock, par value $.01
per share (the "Common Stock"), of Del Global Technologies Corp., a New York
corporation (the "Company"), at the initial exercise price (the "Exercise
Price") of $2.00, at any time after the shares of Common Stock issuable upon
exercise of the Warrants evidenced hereby have been registered under the
Securities Act of 1933, as amended, or such other action as may be required by
Federal or state law relating to the issuance or distribution of securities
shall have been taken, but not after the Expiration Date hereinafter referred
to, by surrendering this Warrant Certificate, with the form of election to
purchase set forth hereon duly executed with signatures guaranteed as provided
below, at the office maintained pursuant to the Warrant Agreement hereinafter
referred to for that purpose by Mellon Investor Services LLC, or its successor
as warrant agent (any such warrant agent being herein called the "Warrant
Agent"), and by paying in full the Exercise Price, plus transfer taxes, if any.
Payment of the Exercise Price shall be made in United States currency, by
certified check or money order payable to the order of the Company.
Upon certain events provided for in the Warrant Agreement, the number
of shares of Common Stock issuable upon the exercise of each Warrant is required
to be adjusted.
At any time after the tenth consecutive Trading Day in which the
Market Price of the Company's Common Stock was $4.00 or more per share ("Call
Eligibility Date"), the Company shall give written notice, or shall cause the
Warrant Agent to give written notice to the Registered Holder advising that the
Registered Holder shall have a thirty (30) day period commencing on the date of
notice within which to exercise its Warrant(s), failing which, the Company may
thereafter, at any time prior to the Expiration Date (as hereinafter defined),
call for redemption of the Registered Holder's Warrant(s) for $.25 per Warrant.
The Company shall not be required to give such written notice immediately after
the Call Eligibility Date and may give such notice at any time thereafter, in
its sole discretion.
No Warrant may be exercised after 5:00 P.M., New York City time, on
the expiration date (the "Expiration Date") which will be the earlier of
__________________, 2008 and the business day preceding the call date specified
17
in a Call Notice (as such term is defined in the Warrant Agreement). All
Warrants evidenced hereby shall thereafter become null and void.
Prior to the Expiration Date, subject to any applicable laws, rules,
or regulations restricting transferability and to any restriction on
transferability that may appear on this Warrant Certificate in accordance with
the terms of the Warrant Agreement hereinafter referred to, the Registered
Holder shall be entitled to transfer this Warrant Certificate in whole or in
part upon surrender of this Warrant Certificate at the office of the Warrant
Agent maintained for that purpose with the form of assignment set forth hereon
duly executed, with signatures guaranteed by a member firm of a national
securities exchange, a commercial bank (not a savings bank or a savings and loan
association) or a trust company located in the United Stares, or a member of the
National Association of Securities Dealers, Inc., or other eligible guarantor
institution which is a participant in a signature guarantee program (as such
terms are defined in Reg. 240.17Ad-15 under the Securities Exchange Act of 1934,
as amended) acceptable to the Warrant Agent. Upon any such transfer, a new
Warrant Certificate or Warrant Certificates representing the same aggregate
number of Warrants will be issued in accordance with instructions in the form of
assignment.
Upon the exercise of less than all of the Warrants evidenced by this
Warrant Certificate, there shall be issued to the Registered Holder a new
Warrant Certificate in respect of the Warrants not exercised.
Prior to the Expiration Date, the Registered Holder shall be entitled
to exchange this Warrant Certificate, with or without other Warrant
Certificates, for another Warrant Certificate or Warrant Certificates for the
same aggregate number of Warrants, upon surrender of this Warrant Certificate at
the office maintained for such purpose by the Warrant Agent.
No fractional shares will be issued upon the exercise of Warrants. As
to any final fraction of a share which the Registered Holder of one or more
Warrant Certificates, the rights under which are exercised in the same
transaction, would otherwise be entitled to purchase upon such exercise, the
Company shall pay the cash value thereof determined as provided in the Warrant
Agreement.
This Warrant Certificate is issued under and in accordance with a
Warrant Agreement between the Company and the Warrant Agent (the "Warrant
Agreement") and is subject to the terms and provisions contained in said Warrant
Agreement, to all of which terms and provisions the Registered Holder consents
by acceptance hereof.
This Warrant Certificate shall not entitle the Registered Holder to
any of the rights of a stockholder of the Company, including, without
limitation, the right to vote, to receive dividends and other distributions, or
to attend or receive any notice of meetings of stockholders or any other
proceedings of the Company.
This Warrant Certificate shall not be valid for any purpose until it
shall have been countersigned by the Warrant Agent.
18
IN WITNNESS WHEREOF, the Company has caused this Warrant Certificate
to be duly executed under its facsimile corporate seal.
DEL GLOBAL TECHNOLOGIES CORP.
By:
-----------------------------------------
President
Seal Attest:
--------------------------------------------
Secretary
Countersigned: MELLON INVESTOR SERVICES LLC
as Warrant Agent
Dated: By:
------------------- -----------------------------------------
19
[FORM OF]
ELECTION TO PURCHASE
The undersigned hereby irrevocably elects to exercise
___________________________ of the Warrants represented by this Warrant
Certificate and to purchase the shares of Common Stock issuable upon the
exercise of said Warrants, and requests that certificates for such shares be
issued and delivered as follows:
ISSUE TO:
--------------------------------------------------------------------------------
(NAME)
--------------------------------------------------------------------------------
(ADDRESS, INCLUDING ZIP CODE)
--------------------------------------------------------------------------------
(SOCIAL SECURITY OR OTHER TAX IDENTIFICATION NUMBER
--------------------------------------------------------------------------------
DELIVER TO:
--------------------------------------------------------------------------------
(NAME)
at
--------------------------------------------------------------------------------
(ADDRESS, INCLUDING ZIP CODE)
If the number of Warrants hereby exercised is less than all the
Warrants represented by this Warrant Certificate, the undersigned requests that
a new Warrant Certificate representing the number of full Warrants not exercised
be issued and delivered as set forth below.
In full payment of the purchase price with respect to the Warrants
exercised and transfer taxes, if any, the undersigned hereby tenders payment of
$ ____by certified check or money order payable in United States currency to the
order of the Company.
20
[FORM OF] ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers unto the Assignee named below all of the rights of the undersigned
represented by the within Warrant Certificate, with respect to the number of
Warrants set forth below:
Name of Assignee Address No. of Warrants
---------------- ------- ---------------
and does hereby irrevocably constitute and appoint Attorney to make such
transfer on the books of Del Global Technologies Corp. maintained for that
purpose, with full power of substitution in the premises.
Dated:
-------------------------------------
--------------------------------------------
Signature
--------------------------------------------
Signature
NOTICE: The signature(s) on this assignment
must correspond with the name(s) as written
upon the face of the Certificate, in every
particular, without alteration or
enlargement or any change whatever.
SIGNATURE (S) GUARANTEED
By
---------------------------------
THE SIGNATURE(S) SHOULD BE
GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (Banks, Stock Brokers,
Savings and Loan Associations and
Credit Unions) WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM PURSUANT TO S.E.C.
RULE 17Ad-15.
21
