Exhibit 4.1
JOINDER AGREEMENT
JOINDER AGREEMENT, dated as of June 27, 2007, by and between Del
Global Technologies Corp., a New York Corporation (the "Company") and
Continental Stock Transfer & Trust Company, a New York corporation
("Continental").
W I T N E S S E T H
WHEREAS, the Company appointed Continental as the transfer
agent for the Company's stock effective as of June 1, 2007;
WHEREAS, in connection with the appointment of Continental as
the Company's transfer agent, the Company also appointed Continental as the
Company's Warrant Agent, as such term is defined in that certain Warrant
Agreement, dated as of March 23, 2002 (the "Warrant Agreement") between the
Company and Mellon Investor Services LLC ("Mellon");
WHEREAS, pursuant to the Warrant Agreement it is a condition
for any successor Warrant Agent to deliver to the predecessor Warrant Agent an
instrument accepting such appointment under substantially the same terms and
conditions contained in the Warrant Agreement and that such predecessor Warrant
Agent shall then cease to act as the Company's Warrant Agent; and
WHEREAS, in connection with the appointment of Continental as
the Company's transfer agent, the Company also appointed Continental as the
Company's Rights Agent, as such term is defined in that certain Rights
Agreement, dated as of January 22, 2007 (the "Rights Agreement") between the
Company and Mellon, and that the predecessor Rights Agent then ceased to act as
the Company's Rights Agent.
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements of the parties herein contained, the parties
hereby agree as follows:
Section 1. JOINDER. Effective as of July 27, 2007:
(a) Continental is joined as a party to the Warrant Agreement
as the Warrant Agent, to become vested with the rights, powers, duties, and
responsibilities of the Warrant Agent as if originally named as Warrant Agent,
to act on behalf of the Company in accordance with the instructions set forth in
the Warrant Agreement.
(b) Continental is joined as a party to the Rights Agreement
as the Rights Agent, to become vested with the rights, powers, duties, and
responsibilities of the Rights Agent as if originally named as Rights Agent, to
act as rights agent for the Company in accordance with the terms and conditions
set forth in the Rights Agreement.
Section 2. GOVERNING LAW. This Joinder Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York, except that body of law relating to choice of laws.
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Section 3. SUCCESSORS AND ASSIGNS. This Joinder Agreement
shall be binding upon the parties hereto and their respective successors and
assigns (which become such by operation of law), legal representatives and
heirs.
Section 4. MODIFICATION. Neither this Joinder Agreement nor
any provision hereof may be modified, changed, discharged or terminated except
by the written agreement of each of the parties hereto.
Section 5. SEVERABILITY. In the event that any one or more
of the provisions contained in this Joinder Agreement shall, for any reason, be
held to be valid, illegal or unenforceable, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Joinder
Agreement.
Section 6. INJUNCTIVE RELIEF. The parties hereto acknowledge
and agree that a remedy at law for any breach or threatened breach of the
provisions of this Joinder Agreement would be inadequate and, therefore, agree
that each party hereto shall be entitled to injunctive relief in addition to any
other available rights and remedies in case of any such breach or threatened
breach; PROVIDED, HOWEVER, that nothing contained herein shall be construed as
prohibiting any party hereto from pursuing any other rights and remedies
available for any such breach or threatened breach.
Section 7. COUNTERPARTS. This Joinder Agreement may be
executed in one or more counterparts, each of which shall be deemed to be an
original, but all of which taken together shall constitute one and the same
instrument.
Section 8. ENTIRE AGREEMENT. This Joinder Agreement, the
Warrant Agreement and the Rights Agreement supersede all previous agreements
among the parties hereto with respect to the subject matter hereof.
Section 9. NOTICES. Any notice, demand or request required
or permitted to be given under the provisions of this Joinder Agreement (i)
shall be in writing; (ii) shall be delivered personally, including by means of
telecopy (confirmed by a subsequent delivery by courier or mail) or courier, or
mailed by registered or certified mail, postage prepaid and return receipt
requested; (iii) shall be deemed given on the date of personal delivery or on
the date that is five days after the date set forth on the return receipt; and
(iv) shall be delivered or mailed as follows or to such other address as any
party may from time to time direct:
if to the Company, to it at
Del Global Technologies Corp.
00000 Xxxx Xxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
Attention: Chief Executive Officer
with a copy to:
Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP
00 Xxxx Xxxxxx Tower
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxx, Esq.
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or if to Continental to it at:
Continental Stock Transfer & Trust Company
00 Xxxxxxx Xxxxx,
0xx Xxxxx, Xxx Xxxx, XX, 00000
Attention: Xxxxxxx Xxxxxxxxx
IN WITNESS WHEREOF, the parties hereto have executed this
Joinder Agreement as of the day and year first above written.
DEL GLOBAL TECHNOLOGIES CORP.
By: /s/ Xxxx X. Xxxxx
-----------------------------------
Name: Xxxx X. Xxxxx
Title: Chief Financial Officer
CONTINENTAL STOCK TRANSFER & TRUST
COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
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