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EXHIBIT 4.14
THE ENCUMBERING, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY
THIS CERTIFICATE IS RESTRICTED UNDER THE TERMS OF THAT CERTAIN SHAREHOLDERS'
AGREEMENT DATED AS OF JUNE 30, 1995, AS MAY BE AMENDED FROM TIME TO TIME, THE
PROVISIONS OF WHICH ARE HEREIN INCORPORATED BY REFERENCE. SUCH SHAREHOLDERS'
AGREEMENT PROVIDES, AMONG OTHER THINGS, THAT THIS SECURITY MAY NOT BE SOLD OR
TRANSFERRED TO ANY PERSON WHO HAS NOT EXPRESSLY ASSUMED THE OBLIGATIONS OF SUCH
AGREEMENT AND CONTAINS, AMONG OTHER PROVISIONS, PROVISIONS WHICH COULD LIMIT THE
TRANSFER OF THIS SECURITY. A COPY OF THIS AGREEMENT IS ON FILE AT THE PRINCIPAL
OFFICE OF THE COMPANY. UPON THE WRITTEN REQUEST OF THE HOLDER HEREOF, THE
COMPANY SHALL FURNISH A COPY OF SUCH AGREEMENT, WITHOUT CHARGE.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD EXCEPT IN
A TRANSACTION REGISTERED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT.
FORM OF WARRANT CERTIFICATE
THE HAWK GROUP OF COMPANIES, INC.
No. WR-_____ __________ Warrants
Date: June 30, 1995 PPN: __________
This Warrant Certificate certifies that CIG & CO., or registered
assigns, is the registered holder of _________________________ Warrants. Each
Warrant entitles the owner thereof to purchase at any time on or prior to 5:00
p.m. Eastern Time on June 30, 2005 (the "Expiration Date"), one (1) fully paid
and nonassessable share of Class B Common Stock of THE HAWK GROUP OF COMPANIES,
INC. (together with its successors and assigns, the "Company"), a Delaware
corporation, at a Purchase Price of one cent ($.01) upon presentation and
surrender of this Warrant Certificate with a form of election to purchase duly
executed and delivery to the Company of the payment of the Purchase Price in the
manner set forth in the Warrant Agreement. The number of shares of Class B
Common Stock that may be purchased upon exercise of each Warrant and the
Purchase Price are the number and the Purchase Price as of the date hereof, and
are subject to adjustment as referred to below.
The Warrants are issued pursuant to the Warrant Agreement (as it may
from time to time be amended or supplemented, the "Warrant Agreement"), dated as
of June 30, 1995, among the Company and the Purchasers (as defined therein), and
are subject to all of the terms, provisions and conditions thereof, which
Warrant Agreement is hereby incorporated herein by reference and made a part
hereof and to which Warrant Agreement reference is hereby made for a full
description of the
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rights, obligations, duties and immunities of the Company and the holders of the
Warrant Certificates. Capitalized terms used, but not defined, herein have the
respective meanings ascribed to them in the Warrant Agreement.
As provided in the Warrant Agreement, the Purchase Price and the number
of shares of Class B Common Stock that may be purchased upon the exercise of the
Warrants evidenced by this Warrant Certificate are, upon the happening of
certain events, subject to modification and adjustment. As further set forth in,
and subject to, the Warrant Agreement, the expiration date of this Warrant
Certificate is 5:00 p.m. Eastern Time on June 30, 2005.
This Warrant Certificate shall be exercisable, at the election of the
holder, either as an entirety or in part from time to time. If this Warrant
Certificate shall be exercised in part, the holder shall be entitled to receive,
upon surrender hereof, another Warrant Certificate or Warrant Certificates for
the number of Warrants not exercised. This Warrant Certificate, with or without
other Warrant Certificates, upon surrender in the manner set forth in the
Warrant Agreement, may be exchanged for another Warrant Certificate or Warrant
Certificates of like tenor evidencing Warrants entitling the holder to purchase
a like aggregate number of shares of Class B Common Stock as the Warrants
evidenced by the Warrant Certificate or Warrant Certificates surrendered shall
have entitled such holder to purchase.
Except as expressly set forth in the Warrant Agreement, no holder of
this Warrant Certificate shall be entitled to vote or receive dividends or be
deemed for any purpose the holder of shares of Class B Common Stock or of any
other Securities of the Company that may at any time be issued upon the exercise
hereof, nor shall anything contained in the Warrant Agreement or herein be
construed to confer upon the holder hereof, as such, any of the rights of a
holder of a share of Class B Common Stock in the Company or any right to vote
upon any matter submitted to holders of shares of Class B Common Stock at any
meeting thereof, or to give or withhold consent to any corporate action (whether
upon any recapitalization, issuance of stock, reclassification of Securities,
change of par value, consolidation, merger, conveyance, or otherwise) or, except
as provided in the Warrant Agreement, to receive notice of meetings, or to
receive dividends or subscription rights, or otherwise, until the Warrant or
Warrants evidenced by this Warrant Certificate shall have been exercised as
provided in the Warrant Agreement.
THIS WARRANT CERTIFICATE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, AND THE RIGHTS OF THE COMPANY AND THE HOLDER HEREOF SHALL BE GOVERNED BY,
THE INTERNAL LAWS OF THE STATE OF CONNECTICUT.
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WITNESS the signature of a proper officer of the Company as of the date
first above written.
THE HAWK GROUP OF COMPANIES, INC.
By:
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Name:
Title:
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[FORM OF ASSIGNMENT]
(TO BE EXECUTED BY THE REGISTERED HOLDER IF
SUCH HOLDER DESIRES TO TRANSFER THE WARRANT CERTIFICATE)
FOR VALUE RECEIVED, _______________________________________ hereby
sells, assigns and transfers unto
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(Please print name and address of transferee.)
the accompanying Warrant Certificate, together with all right, title and
interest therein, and does hereby irrevocably constitute and appoint:
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attorney, to transfer the accompanying Warrant Certificate on the books of the
Company, with full power of substitution.
Dated: ____________________, ________.
[HOLDER]
By ________________________________
NOTICE
The signature to the foregoing Assignment must correspond to the name
as written upon the face of the accompanying Warrant Certificate or any prior
assignment thereof in every particular, without alteration or enlargement or any
change whatsoever.
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[FORM OF ELECTION TO PURCHASE]
(TO BE EXECUTED BY THE REGISTERED HOLDER IF
SUCH HOLDER DESIRES TO EXERCISE THE WARRANT CERTIFICATE)
To THE HAWK GROUP OF COMPANIES, INC.:
The undersigned hereby irrevocably elects to exercise
______________________________ Warrants represented by the accompanying Warrant
Certificate to purchase the shares of Class B Common Stock issuable upon the
exercise of such Warrants and requests that certificates for such shares be
issued in the name of:
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(Please print name and address.)
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(Please insert social security or other identifying number.)
If such number of Warrants shall not be all the Warrants evidenced by the
accompanying Warrant Certificate, a new Warrant Certificate for the balance
remaining of such Warrants shall be registered in the name of and delivered to:
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(Please print name and address.)
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(Please insert social security or other identifying number.)
Dated: __________________, ______.
[HOLDER]
By__________________________________
NOTICE
The signature to the foregoing Election to Purchase must correspond to
the name as written upon the face of the accompanying Warrant Certificate or any
prior assignment thereof in every particular, without alteration or enlargement
or any change whatsoever.
