Exhibit 4.7
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Void after December 11, 2003 Warrant No. ___________
[xxxxxxxxxxx] to acquire [yyyyyyy] share
This Warrant and any shares acquired upon the
exercise of this Warrant have not been registered under the
Securities Act of 1933. This Warrant and such shares may not
be sold or transferred in the absence of such registration
or an exemption therefrom under said Act. This Warrant and
such shares may not be transferred except upon the
conditions specified in this Warrant, and no transfer of
this Warrant or such shares shall be valid or effective
unless and until such conditions shall have been complied
with.
RF MONOLITHICS, INC.
COMMON STOCK PURCHASE WARRANT
RF Monolithics, Inc. (the "Company"), having its principal office at ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ hereby certifies that, for value received,
[xxxxxxxxxxx], or assigns, is entitled, subject to the terms set forth below, to
purchase from the Company at any time on or from time to time after December 11,
2000 and before ____ P.M., New York City time, on December 11, 2003 or as
extended in accordance with the terms hereof (the "Expiration Date"), [yyyyyyyy]
fully paid and non-assessable shares of Common Stock of the Company, at the
initial Purchase Price per share (as defined below) of $7.50. The number and
character of such shares of Common Stock and the Purchase Price per share are
subject to adjustment as provided herein.
Background. The Company issued warrants to purchase an aggregate of 533,332
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shares of Common Stock (subject to adjustment as provided herein) in connection
with the Company's private placement (the "Private Placement") of 533,332 units
("Units") each consisting of one share of Common Stock and one three-year
warrant (a "Warrant" and collectively the "Warrants"), entitling the Holder
thereof to purchase one share of Common Stock. This Warrant is one of the
Warrants originally issued as of the Original Issue Date (as defined below).
As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:
The term "Company" includes the Company and any corporation which shall
succeed to or assume the obligations of the Company hereunder.
The term "Common Stock" includes all stock of any class or classes
(however designated) of the Company, authorized upon the Original Issue Date or
thereafter, the Holders of which shall have the right, without limitation as to
amount, either to all or to a share of the balance of current dividends and
liquidating dividends after the payment of dividends and distributions on any
shares entitled to preference, and the Holders of which shall ordinarily, in the
absence of contingencies, be entitled to vote for the election of a majority of
directors of the Company (even though the right so to vote has been suspended by
the happening of such a contingency).
The term "Dilution Price" means $3.75 per share, as adjusted from time
to time in accordance with the terms hereof.
The term "Exchange Act" means the Securities Exchange Act of 1934 as
the same shall be in effect at the time.
The term "Holder" means any record owner of Warrants or Underlying
Securities.
The term "Nasdaq" means the Nasdaq SmallCap Market, Nasdaq Stock
Market or other principal market on which the Common Stock is traded.
The "Original Issue Date" is December 11, 2000 the date as of which
the Warrants were first issued.
The term "Other Securities" refers to any stock (other than Common
Stock) and other securities of the Company or any other person (corporate or
otherwise) which the Holders of the Warrants at any time shall be entitled to
receive, or shall have received, upon the exercise of the Warrants, in lieu of
or in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 6 or otherwise.
The term "Purchase Price per share" means $7.50 per share, as adjusted
from time to time in accordance with the terms hereof.
The terms "registered" and "registration" refer to a registration
effected by filing a registration statement in compliance with the Securities
Act, to permit the disposition of Common Stock (or Other Securities) issued or
issuable upon the exercise of Warrants, and any post-effective amendments and
supplements filed or required to be filed to permit any such disposition.
The term "Securities Act" means the Securities Act of 1933 as the same
shall be in effect at the time.
The term "Underlying Securities" means any Common Stock or Other
Securities issued or issuable upon exercise of Warrants.
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The term "Warrant" means, as applicable, this Warrant or each right as
set forth in this Warrant to purchase one share of Common Stock, as adjusted.
1. Registration, etc.
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1.1. The Holder shall have the rights to registration of
Underlying Securities issuable upon exercise of the Warrants that are set forth
in the Registration Rights Agreement, dated the date hereof between the Company
and the Holder (the "Registration Rights Agreement").
2. Sale or Exercise Without Registration. If, at the time of any
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exercise, transfer or surrender for exchange of a Warrant or of Underlying
Securities previously issued upon the exercise of Warrants, such Warrant or
Underlying Securities shall not be registered under the Securities Act, the
Company may require, as a condition of allowing such exercise, transfer or
exchange, that the Holder or transferee of such Warrant or Underlying
Securities, as the case may be, furnish to the Company a satisfactory opinion of
counsel to the effect that such exercise, transfer or exchange may be made
without registration under the Securities Act, provided that the disposition
thereof shall at all times be within the control of such Holder or transferee,
as the case may be, and provided further that nothing contained in this Section
2 shall relieve the Company from complying with any request for registration
pursuant to the Registration Rights Agreement. The first Holder of this Warrant,
by acceptance hereof, represents to the Company that it is acquiring the
Warrants for investment and not with a view to the distribution thereof.
3. Exercise of Warrant.
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3.1. Exercise in Full. Subject to the provisions hereof, this
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Warrant may be exercised in full by the Holder hereof by surrender of this
Warrant, with the form of subscription at the end hereof duly executed by such
Holder, to the Company at its principal office accompanied by payment, in cash
or by certified or official bank check payable to the order of the Company, in
the amount obtained by multiplying the number of shares of Common Stock issuable
upon exercise of this Warrant by the Purchase Price per share, after giving
effect to all adjustments through the date of exercise.
3.2. Partial Exercise. Subject to the provisions hereof, this
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Warrant may be exercised in part by surrender of this Warrant in the manner and
at the place provided in Section 3.1 except that the amount payable by the
Holder upon any partial exercise shall be the amount obtained by multiplying (a)
the number of shares of Common Stock (without giving effect to any adjustment
therein) designated by the Holder in the subscription at the end hereof by (b)
the Purchase Price per share. Upon any such partial exercise, the Company at its
expense will forthwith issue and deliver to or upon the order of the Holder
hereof a new Warrant or Warrants of like tenor, in the name of the Holder hereof
or as such Holder (upon payment by such Holder of any applicable transfer taxes)
may request, calling in the aggregate on the face or faces thereof for the
number of shares of Common Stock equal (without giving effect to any
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adjustment therein) to the number of such shares called for on the face of this
Warrant minus the number of such shares designated by the Holder in the
subscription at the end hereof.
3.3. Exercise by Surrender of Warrant or Shares of Common Stock.
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In addition to the method of payment set forth in Sections 3.1 and 3.2 and in
lieu of any cash payment required thereunder, the Holder(s) of the Warrants
shall have the right at any time and from time to time to exercise the Warrants
in full or in part by surrendering shares of Common Stock, the Warrant
Certificate or other securities issued by the Company in the manner and at the
place specified in Section 3.1 as payment of the aggregate Purchase Price per
share for the Warrants to be exercised. The number of Warrants or shares of
Common Stock to be surrendered in payment of the aggregate Purchase Price for
the Warrants to be exercised shall be determined by multiplying the number of
Warrants to be exercised by the Purchase Price per share, and then dividing the
product thereof by an amount equal to the Market Price (as defined below) . The
number of shares of Common Stock or such other securities to be surrendered in
payment of the aggregate Purchase Price for the Warrants to be exercised shall
be determined in accordance with the preceding sentence as if the other
securities had been converted into Common Stock immediately prior to exercise
or, in the case the Company has issued other securities which are not
convertible into Common Stock, at the Market Price thereof.
3.4. Definition of Market Price. As used herein, the phrase
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"Market Price" at any date shall be deemed to be (i) if the principal trading
market for such securities is an exchange, the average of the last reported sale
prices per share for the last five previous trading days in which a sale was
reported, as officially reported on any consolidated tape, (ii) if the principal
market for such securities is the over-the-counter market, the average of the
high bid prices per share on such trading days as set forth by Nasdaq or, (iii)
if the security is not quoted on Nasdaq, the average of the high bid prices per
share on such trading days as set forth in the National Quotation Bureau sheet
listing such securities for such days. Notwithstanding the foregoing, if there
is no reported closing price or high bid price, as the case may be, on any of
the ten trading days preceding the event requiring a determination of Market
Price hereunder, then the Market Price shall be determined in good faith by
resolution of the Board of Directors of the Company, based on the best
information available to it.
3.5. Company to Reaffirm Obligations. The Company will, at the
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time of any exercise of this Warrant, upon the request of the Holder hereof,
acknowledge in writing its continuing obligation to afford to such Holder any
rights (including, without limitation, any right to registration of the
Underlying Securities) to which such Holder shall continue to be entitled after
such exercise in accordance with the provisions of this Warrant, provided that
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if the Holder of this Warrant shall fail to make any such request, such failure
shall not affect the continuing obligation of the Company to afford such Holder
any such rights.
3.6. Certain Exercises. If an exercise of a Warrant or Warrants
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is to be made in connection with a registered public offering or sale of the
Company, such exercise may, at the election of the Holder, be conditioned on the
consummation of the public offering or sale of the Company, in which case such
exercise shall not be deemed effective until the consummation of such
transaction.
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4. Delivery of Stock Certificates, etc., on Exercise. As soon as
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practicable after the exercise of this Warrant in full or in part, and in any
event within three business days thereafter, the Company at its own expense
(including the payment by it of any applicable issue taxes) will cause to be
issued in the name of and delivered to the Holder hereof, or as such Holder
(upon payment by such Holder of any applicable transfer taxes) may direct, a
certificate or certificates for the number of fully paid and non-assessable
shares of Common Stock or Other Securities to which such Holder shall be
entitled upon such exercise, plus, in lieu of any fractional share to which such
Holder would otherwise be entitled, cash equal to such fraction multiplied by
the then current Market Price of one full share, together with any other stock
or other securities and property (including cash, where applicable) to which
such Holder is entitled upon such exercise pursuant to Section 5 or otherwise.
5. Adjustment for Dividends in Other Stock, Property, etc.;
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Reclassification, etc.
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(a) In case at any time or from time to time after the Original Issue
Date the holders of Common Stock (or, if applicable, Other Securities) shall
have received, or (on or after the record date fixed for the determination of
stockholders eligible to receive) shall have become entitled to receive, without
payment therefor
(i) other or additional stock or other securities or
property (other than cash) by way of dividend, or
(ii) any cash paid or payable (including, without
limitation, by way of dividend), or
(iii) other or additional stock or other securities or
property (including cash) by way of spin-off, split-up,
reclassification, recapitalization, combination of shares or similar
corporate rearrangement,
then, and in each such case the Holder of this Warrant, upon the exercise hereof
as provided in Section 3, shall be entitled to receive the amount of stock and
other securities and property (including cash in the cases referred to in
subdivisions (ii) and (iii) of this Section 5(a)) which such Holder would hold
on the date of such exercise if on the Original Issue Date such Holder had been
the Holder of record of the number of shares of Common Stock called for on the
face of this Warrant and had thereafter, during the period from the Original
Issue Date to and including the date of such exercise, retained such shares and
all such other or additional stock and other securities and property (including
cash in the cases referred to in subdivisions (ii) and (iii) of this Section
5(a)) receivable by such Holder as aforesaid during such period, giving effect
to all adjustments called for during such period by Sections 6 and 7 hereof.
(b) The Dilution Price shall be equitably adjusted from time to
time in the event of a reverse stock split or similar combination or
reclassification of shares or a merger or similar reorganization (as described
in Section 6 below) as the Board of Directors, in good faith, determines to be
reasonably necessary.
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6. Reorganization, Consolidation, Merger, etc.
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In case the Company after the Original Issue Date shall (a)
effect a reorganization, (b) consolidate with or merge into any other person, or
(c) transfer all or substantially all of its properties or assets to any other
person under any plan or arrangement contemplating the dissolution of the
Company, then, in each such case, the Holder of this Warrant, upon the exercise
hereof as provided in Section 3 at any time after the consummation of such
reorganization, consolidation or merger or the effective date of such
dissolution, as the case may be, shall be entitled to receive (and the Company
shall be entitled to deliver), in lieu of the Underlying Securities issuable
upon such exercise prior to such consummation or such effective date, the stock
and other securities and property (including cash) to which such Holder would
have been entitled upon such consummation or in connection with such
dissolution, as the case may be, if such Holder had so exercised this Warrant
immediately prior thereto, all subject to further adjustment thereafter as
provided in Sections 5 and 7 hereof. The Company shall not effect any such
reorganization, consolidation, merger or sale, unless prior to or simultaneously
with the consummation thereof, the successor corporation resulting from such
consolidation or merger or the corporation purchasing such assets or the
appropriate corporation or entity shall assume, by written instrument, the
obligation to deliver to each Holder the shares of stock, cash, other securities
or assets to which, in accordance with the foregoing provisions, each Holder may
be entitled to and all other obligations of the Company under this Warrant. In
any such case, if necessary, the provisions set forth in this Section 6 with
respect to the rights thereafter of the Holders shall be appropriately adjusted
so as to be applicable, as nearly as may reasonably be, to any Other Securities
or assets thereafter deliverable on the exercise of the Warrants.
7. Other Adjustments.
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7.1. General. In any case to which Sections 5 and 6 hereof are
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not applicable, where the Company shall issue or sell shares of its Common Stock
after the Original Issue Date for a consideration per share less than the
Dilution Price in effect pursuant to the terms of this Warrant at the time of
issuance or sale of such additional shares (the "Lower Price"), then the
Purchase Price per share in effect hereunder shall simultaneously with such
issuance or sale be reduced to a price determined by multiplying the Purchase
Price per share by the quotient of (1) an amount equal to (a) the total number
of shares of Common Stock outstanding immediately prior to such issuance or sale
multiplied by the Purchase Price per share in effect hereunder immediately prior
to such issuance or sale, plus (b) the consideration, if any, received by the
Company upon such issuance or sale, divided by (2) the total number of shares of
Common Stock outstanding immediately after issuance or sale of such additional
shares multiplied by the Purchase Price per share in effect immediately prior to
such issuance or sale. The number of shares of Common Stock which may be
purchased upon exercise of this Warrant shall be increased so that the aggregate
amount to be paid upon full exercise of this Warrant, after giving effect to
each reduction in the Purchase Price per share, shall not be reduced.
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7.2. Convertible Securities. (a) In case the Company shall issue
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or sell any securities convertible into Common Stock of the Company
("Convertible Securities") after the date hereof, there shall be determined the
price per share for which Common Stock is issuable upon the conversion or
exchange thereof, such determination to be made by dividing (i) the total amount
received or receivable by the Company as consideration for the issue or sale of
such Convertible Securities, plus the then current aggregate amount of
additional consideration, if any, payable to the Company upon the conversion or
exchange thereof, by (ii) the maximum number of shares of Common Stock of the
Company issuable upon the conversion or exchange of all of such Convertible
Securities.
(b) If the price per share so determined shall be less than
the applicable Dilution Price per share, then such issue or sale shall be deemed
to be an issue or sale for cash (as of the date of issue or sale of such
Convertible Securities) of such maximum number of shares of Common Stock at the
price per share so determined, provided that, if such Convertible Securities
shall by their terms provide for an increase or increases or decrease or
decreases, with the passage of time, in the amount of additional consideration,
if any, to the Company, or in the rate of exchange, upon the conversion or
exchange thereof, the adjusted Purchase Price per share shall, forthwith upon
any such increase or decrease becoming effective, be readjusted to reflect the
same, and provided further, that upon the expiration of such rights of
conversion or exchange of such Convertible Securities, if any thereof shall not
have been exercised, the adjusted Purchase Price per share shall forthwith be
readjusted and thereafter be the price which it would have been had an
adjustment been made on the basis that the only shares of Common Stock so issued
or sold were issued or sold upon the conversion or exchange of such Convertible
Securities, and that they were issued or sold for the consideration actually
received by the Company upon such conversion or exchange, plus the
consideration, if any, actually received by the Company for the issue or sale of
all of such Convertible Securities which shall have been converted or exchanged.
7.3. Rights and Options. (a) In case the Company shall grant any
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rights or options to subscribe for, purchase or otherwise acquire Common Stock,
there shall be determined the price per share for which Common Stock is issuable
upon the exercise of such rights or options, such determination to be made by
dividing (i) the total amount, if any, received or receivable by the Company as
consideration for the granting of such rights or options, plus the then current
amount of additional consideration payable to the Company upon the exercise of
such rights or options, by (ii) the maximum number of shares of Common Stock of
the Company issuable upon the exercise of such rights or options.
(b) If the price per share so determined shall be less than
the applicable Dilution Price per share, then the granting of such rights or
options shall be deemed to be an issue or sale for cash (as of the date of the
granting of such rights or options) of such maximum number of shares of Common
Stock at the price per share so determined, provided that, if such rights or
options shall by their terms provide for an increase or increases or decrease or
decreases, with the passage of time, in the amount of additional consideration
payable to the Company upon the exercise thereof, the adjusted Purchase Price
per share shall, forthwith upon any such increase or decrease becoming
effective, be readjusted to reflect the same, and provided, further, that upon
the expiration of such rights or options, if any thereof shall not have
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been exercised, the adjusted Purchase Price per share shall forthwith be
readjusted and thereafter be the price which it would have been had an
adjustment been made on the basis that the only shares of Common Stock so issued
or sold were those issued or sold upon the exercise of such rights or options
and that they were issued or sold for the consideration actually received by the
Company upon such exercise, plus the consideration, if any, actually received by
the Company for the granting of all such rights or options, whether or not
exercised.
7.4. Combination of Shares. If the number of shares of Common
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Stock outstanding at any time after the date hereof is decreased by a
combination or reverse stock split of the outstanding shares of Common Stock of
the Company, the Dilution Price and the Purchase Price per share shall be
increased, and the number of shares of Common Stock purchasable under this
Warrant shall be decreased in proportion to such decrease in outstanding shares
of Common Stock.
7.5. Self-Tender Offer. (a) In case at any time or from time to
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time after the Original Issue Date a tender offer made by the Company or any of
its subsidiaries or affiliates for all or any portion of the Common Stock shall
expire, then, and in each such case, effective immediately prior to the opening
of business on the date after the date of the last time (the "Tender Expiration
Time") tenders could have been made pursuant to such tender offer (as it may be
amended), the number of shares of Common Stock issuable upon the exercise this
Warrant shall be increased to that number determined by multiplying the number
of shares of Common Stock issuable immediately prior to the close of business on
the date of the Tender Expiration Time by a fraction (not to be less than one),
(I) the numerator of which shall be equal to the product of (A) the Market Price
per share of the Common Stock on the date of the Tender Expiration Time and (B)
the number of shares of Common Stock outstanding (including any tendered shares)
on the Tender Expiration Time less the number of all shares validly tendered and
not withdrawn as of the Tender Expiration Time (the shares deemed so accepted,
up to any such maximum, being referred to as the "Purchased Shares") and (ii)
the denominator of which shall be equal to (A) the product of (I) the Market
Price per share of the Common Stock on the date of the Tender Expiration Time
and (II) the number of shares of Common Stock outstanding (including any
tendered shares) on the Tender Expiration Time less (B) the fair market value of
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the aggregate consideration payable to stockholders based on the acceptance (up
to any maximum specified in the terms of the tender offer) of Purchased Shares.
(b) The Purchase Price per share of Common Stock shall be
decreased, so that the aggregate amount to be paid upon the full exercise of
this Warrant, after giving effect to the increase in the number of shares
issuable upon the exercise of this Warrant, pursuant to Section 7.5(a) above,
shall not be increased
7.6. Exceptions. This Section 7 shall not apply to (a) the
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issuance of the Units, (b) the issuance of shares of Common Stock upon the
exercise of the Warrants and other warrants referred to in clause (a), (c)
issuances of Common Stock pursuant to the exercise of options, warrants and
rights outstanding on the date hereof or issued pursuant to the Company's
existing stock option plans or additional stock option plans for employees and
directors adopted by a majority of the stockholders of the Company providing for
the issuance of options to
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purchase Common Stock at a price no less than the fair market value on the date
of grant, (d) sales of shares of Common Stock in accordance with the terms of
1994 Employee Stock Purchase Plan or (e) the issuance of warrants to a lender
pursuant to a loan to the Company with a term of at least two years and in an
amount of not less than $4,000,000 (and the issuance of shares of Common Stock
on the exercise of such lender warrants).
7.7. Other Securities. If any event occurs as to which the
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provisions of this Warrant are strictly applicable and the application thereof
would not fairly protect the rights of the Holders in accordance with the
essential intent and principles of such provisions, then the Company shall make
such adjustments in the application of such provisions, in accordance with such
essential intent and principles, as the Board of Directors, in good faith,
determines to be reasonably necessary to protect such rights as aforesaid. In
case at any time or from time to time Company shall take any action in respect
of its Common Stock, other than any action described in Sections 5, 6 and 7,
then, unless such action will not have a materially adverse effect upon the
rights of the Holders, the number of shares of Common Stock or other stock for
which this Warrant is exercisable and the Purchase Price per share shall be
adjusted in such manner as the Board of Directors, in good faith, determines to
be equitable in the circumstances. In furtherance and not in limitation of the
foregoing, if any event occurs of the type contemplated by Section 7 but not
expressly provided for by such Section (including, without limitation, the
granting of stock appreciation rights, phantom stock rights or other rights with
equity features), then the Company's Board of Directors shall make an
appropriate adjustment in the Purchase Price per share and the number of shares
of Common Stock or Other Securities issuable upon the exercise of a Warrant so
as to protect the rights of the Holders of such Warrants. No adjustment made
pursuant to this Section 7.7 shall increase the Purchase Price per share or
decrease the number of shares of Common Stock or Other Securities issuable upon
exercise of the Warrants.
8. Further Assurances. The Company will take all such action as may
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be necessary or appropriate in order that the Company may validly and legally
issue fully paid and non-assessable shares of stock upon the exercise of all
Warrants from time to time outstanding.
9. Accountants' Certificate as to Adjustments. In each case of any
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adjustment or readjustment in the shares of Common Stock (or Other Securities)
issuable upon the exercise of the Warrants, the Company at its expense will
promptly cause the Company's regularly retained auditor to compute such
adjustment or readjustment in accordance with the terms of the Warrants and
prepare a certificate setting forth such adjustment or readjustment and showing
in detail the facts upon which such adjustment or readjustment is based, and the
number of shares of Common Stock outstanding or deemed to be outstanding. The
Company will forthwith mail a copy of each such certificate to each Holder.
10. Notices of Record Date, etc. In the event of
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(a) any taking by the Company of a record of its shareholders
for the purpose of determining the shareholders thereof who are
entitled to receive any dividend or other distribution, or any right
to subscribe for, purchase or otherwise acquire any shares of stock of
any class or any other securities or property, or to receive any other
right, or for the purpose of determining shareholders who are
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entitled to vote in connection with any proposed capital
reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company or any transfer
of all or substantially all the assets of the Company to or
consolidation or merger of the Company with or into any other person,
or
(b) any voluntary or involuntary dissolution, liquidation or
winding-up of the Company, or
(c) any proposed issue or grant by the Company of any shares of
stock of any class or any other securities, or any right or option to
subscribe for, purchase or otherwise acquire any shares of stock of
any class or any other securities (other than the issue of Common
Stock on the exercise of the Warrants), then and in each such event
the Company will mail or cause to be mailed to each Holder of a
Warrant a notice specifying (i) the date on which any such record is
to be taken for the purpose of such dividend, distribution or right,
and stating the amount and character of such dividend, distribution or
right, (ii) the date on which any such reorganization,
reclassification, recapitalization, transfer, consolidation, merger,
dissolution, liquidation or winding-up is to take place, and the time,
if any, as of which the Holders of record of Underlying Securities
shall be entitled to exchange their shares of Underlying Securities
for securities or other property deliverable upon such reorganization,
reclassification, recapitalization, transfer, consolidation, merger,
dissolution, liquidation or winding-up, and (iii) the amount and
character of any stock or other securities, or rights or options with
respect thereto, proposed to be issued or granted, the date of such
proposed issue or grant and the persons or class of persons to whom
such proposed issue or grant and the persons or class of persons to
whom such proposed issue or grant is to be offered or made. Such
notice shall be mailed at least 20 days prior to the date therein
specified.
11. Reservation of Stock, etc., Issuable on Exercise of Warrants. The
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Company will at all times reserve and keep available, solely for issuance and
delivery upon the exercise of the Warrants, all shares of Common Stock (or Other
Securities) from time to time issuable upon the exercise of the Warrants.
12. Listing on Securities Exchanges; Registration. In furtherance and
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not in limitation of any other provision of this Warrant, if the Company at any
time shall list any Common Stock on any national securities exchange and shall
register such Common Stock under the Exchange Act, the Company will, at its
expense, simultaneously list on such exchange or Nasdaq, upon official notice of
issuance upon the exercise of the Warrants, and maintain such listing of all
shares of Common Stock from time to time issuable upon the exercise of the
Warrants; and the Company will so list on any national securities exchange or
Nasdaq, will so register and will maintain such listing of, any Other Securities
if and at the time that any securities of like class or similar type shall be
listed on such national securities exchange or Nasdaq by the Company.
13. Exchange of Warrants. Subject to the provisions of Section 2
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hereof, upon surrender for exchange of any Warrant, properly endorsed, to the
Company, as soon as
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practicable (and in any event within three business days) the Company at its own
expense will issue and deliver to or upon the order of the Holder thereof a new
Warrant or Warrants of like tenor, in the name of such Holder or as such Holder
(upon payment by such Holder of any applicable transfer taxes) may direct,
calling in the aggregate on the face or faces thereof for the number of shares
of Common Stock called for on the face or faces of the Warrant or Warrants so
surrendered.
14. Replacement of Warrants. Upon receipt of evidence reasonably
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satisfactory to the Company of the loss, theft, destruction or mutilation of any
Warrant and, in the case of any such loss, theft or destruction, upon delivery
of an indemnity agreement reasonably satisfactory in form and amount to the
Company or, in the case of any such mutilation, upon surrender and cancellation
of such Warrant, the Company at its expense will execute and deliver, in lieu
thereof, a new Warrant of like tenor.
15. Warrant Agent. The Company may, by written notice to each Holder
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of a Warrant, appoint an agent having an office in New York, New York, for the
purpose of issuing Common Stock (or Other Securities) upon the exercise of the
Warrants pursuant to Section 3, exchanging Warrants pursuant to Section 13, and
replacing Warrants pursuant to Section 14, or any of the foregoing, and
thereafter any such issuance, exchange or replacement, as the case may be, shall
be made at such office by such agent.
16. Remedies. The Company stipulates that the remedies at law of the
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Holder of this Warrant in the event of any default or threatened default by the
Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.
17. Negotiability, etc. Subject to Section 2 above, this Warrant is
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issued upon the following terms, to all of which each Holder or owner hereof by
the taking hereof consents and agrees:
(a) subject to the provisions hereof, title to this Warrant may
be transferred by endorsement (by the Holder hereof executing the form
of assignment at the end hereof) and delivery in the same manner as in
the case of a negotiable instrument transferable by endorsement and
delivery;
(b) subject to the foregoing, any person in possession of this
Warrant properly endorsed is authorized to represent himself as
absolute owner hereof and is empowered to transfer absolute title
hereto by endorsement and delivery hereof to a bona fide purchaser
hereof for value; each prior taker or owner waives and renounces all
of his equities or rights in this Warrant in favor of each such bona
fide purchaser and each such bona fide purchaser shall acquire
absolute title hereto and to all rights represented hereby; and
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(c) until this Warrant is transferred on the books of the
Company, the Company may treat the registered Holder hereof as the
absolute owner hereof for all purposes, notwithstanding any notice to
the contrary.
18. Notices, etc. All notices and other communications from the
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Company to the Holder of this Warrant shall be mailed by first class registered
or certified mail, postage prepaid, at such address as may have been furnished
to the Company in writing by such Holder, or, until an address is so furnished,
to and at the address of the last Holder of this Warrant who has so furnished an
address to the Company.
19. Miscellaneous. This Warrant and any term hereof may be changed,
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waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This Warrant is being delivered in the State of New York and shall
be construed and enforced in accordance with and governed by the laws of such
State. The headings in this Warrant are for purposes of reference only, and
shall not limit or otherwise affect any of the terms hereof.
20. Extended Expiration. The right to exercise this Warrant shall
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expire at 5:00 P.M., New York City time, on the Expiration Date, provided,
however, that if the Holders of Warrants issued hereunder have, in accordance
with the terms thereof, requested a registration statement pursuant to the
Registration Rights Agreement 90 days or more prior to the Expiration Date and
such registration statement has not become effective prior to the Expiration
Date then the right to exercise this Warrant shall be extended and shall expire
30 days after the effective date of such registration statement.
21. Assignability. Subject to Section 2 hereof, this Warrant is fully
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assignable at any time.
Dated: December 11, 2000
RF MONOLITHICS, INC.
By:________________________________
▇▇▇▇▇ ▇. ▇▇▇▇, President
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Attest:___________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Secretary
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