Exhibit 10.31
THIS WARRANT AND THE SHARES OF COMMON STOCK THAT MAY BE PURCHASED ON THE
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE SHARES OF COMMON
STOCK THAT MAY BE PURCHASED ON THE EXERCISE HEREOF ARE BEING OFFERED AND SOLD
FOR INVESTMENT. EXCEPT AS PROVIDED IN SECTION 7(B) HEREOF, THIS WARRANT MAY
NOT BE TRANSFERRED. THE SHARES OF COMMON STOCK ISSUED OR ISSUABLE UPON
EXERCISE OF THIS WARRANT ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET
FORTH IN SECTION 4 OF THIS WARRANT.
HISPANIC TELEVISION NETWORKS, INC.
WARRANT FOR THE PURCHASE OF
SHARES OF COMMON STOCK OF
HISPANIC TELEVISION NETWORKS, INC.
(A DELAWARE CORPORATION)
VOID AFTER 5:00 P.M., CENTRAL STANDARD TIME,
ON
FEBRUARY 5, 2002
Hispanic Television Networks, Inc., a Delaware corporation (the
"Company"), hereby certifies that the C. Networks L.L.C. (together with its
successors and permitted assigns, the "Registered Holder"), is entitled,
subject to the terms set forth below, to purchase from the Company, at any
time or from time to time on or after February 5, 2001 and on or before
February 5, 2002 at not later than 5:00 p.m. (Central Standard Time),
1,500,000 shares of Common Stock, $.01 par value, of the Company ("Common
Stock"), at a purchase price of $1.00 per share. The number of shares
purchasable upon exercise of this Warrant, and the purchase price per share,
each as adjusted from time to time pursuant to the provisions of this
Warrant, are hereinafter referred to as the "Warrant Stock" and the "Purchase
Price", respectively.
1. Exercise.
(a) This Warrant may be exercised by the Registered Holder, in whole
or in part, by surrendering this Warrant, with the purchase form appended
hereto as Exhibit A duly executed by such Registered Holder, at the principal
office of the Company, or at such other office or agency as the Company may
designate, accompanied by payment in full, by bank or certified check in
lawful money of the United States, of the Purchase Price payable in respect
of the number of shares of Warrant Stock purchased upon such exercise.
(b) Each exercise of this Warrant shall be deemed to have been
effected immediately prior to the close of business on the day on which this
Warrant shall have been surrendered to the Company as provided in subsection
1(a) above. At such time, the person or persons in whose name or names any
certificates for Warrant Stock shall be issuable upon such exercise as
provided in subsection 1(c) below shall be deemed to have become the holder
or holders of record of the Warrant Stock represented by such certificates.
(c) As soon as practicable after the exercise of this Warrant in
full or in part, and in any
event within ten (10) days thereafter, the Company at its expense shall cause
to be issued in the name of, and delivered to, the Registered Holder, or,
subject to the terms and conditions hereof, as the Registered Holder (upon
payment by the Registered Holder of any applicable transfer taxes) may direct:
(i) a certificate or certificates for the number of full
shares of Warrant Stock to which such Registered Holder shall be entitled upon
such exercise plus, in lieu of any fractional share to which such Registered
Holder would otherwise be entitled, cash in an amount determined pursuant to
Section 3 hereof, and
(ii) in case such exercise is in part only, a new warrant
or warrants (dated the date hereof) of like tenor, calling in the aggregate
on the face or faces thereof for the number of shares of Warrant Stock equal
(without giving effect to any adjustment therein) to the number of such
shares called for on the face of this Warrant minus the number of such shares
purchased by the Registered Holder upon such exercise as provided in
subsection 1(a) above.
2. Adjustments.
(a) If the outstanding shares of the Company's Common Stock shall be
subdivided into a greater number of shares or a dividend in Common Stock
shall be paid in respect of Common Stock, the Purchase Price in effect
immediately prior to such subdivision or at the record date of such dividend
shall simultaneously with the effectiveness of such subdivision or
immediately after the record date of such dividend be proportionately
reduced. If the outstanding shares of Common Stock shall be combined into a
smaller number of shares, the Purchase Price in effect immediately prior to
such combination shall, simultaneously with the effectiveness of such
combination, be proportionately increased. When any adjustment is required to
be made in the Purchase Price, the number of shares of Warrant Stock
purchasable upon the exercise of this Warrant shall be changed to the number
determined by dividing (i) an amount equal to the number of shares issuable
upon the exercise of this Warrant immediately prior to such adjustment,
multiplied by the Purchase Price in effect immediately prior to such
adjustment, by (ii) the Purchase Price in effect immediately after such
adjustment.
(b) If there shall occur any capital reorganization or
reclassification of the Company's Common Stock (other than a change in par
value or a subdivision or combination as provided for in subsection 2(a)
above), or any consolidation or merger of the Company with or into another
corporation, or a transfer of all or substantially all of the assets of the
Company, or the payment of a liquidating distribution then, as part ofany
such reorganization, reclassification, consolidation, merger, sale or
liquidating distribution, lawful provision shall be made so that the
Registered Holder of this Warrant shall have the right thereafter to receive
upon the exercise hereof (to the extent, if any, still exercisable) the kind
and amount of shares of stock or other securities or property which such
Registered Holder would have been entitled to receive if, immediately prior
to any such reorganization, reclassification, consolidation, merger, sale or
liquidating distribution, as the case may be, such Registered Holder had held
the number of shares of Common Stock which were then purchasable upon the
exercise of this Warrant. In any such case, appropriate adjustment (as
reasonably determinedby the Board of Directors of the Company) shall be made
in the
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application of the provisions set forth herein with respect to the rights and
interests thereafter of the Registered Holder of this Warrant such that the
provisions set forth in this Section 2 (including provisions with respect to
adjustment of the Purchase Price) shall thereafter be applicable, as nearly
as is reasonably practicable, in relation to any shares of stock or other
securities or property thereafter deliverable upon the exercise ofthis Warrant.
(c) In any case in which this Section 2 shall require that any
adjustment in the number of shares of Warrant Stock or other property for
which this Warrant may be exercised be made effective as of a record date for
a specified event, the Company may elect to defer until the occurrence of
such event issuing to the Registered Holder the amount of Warrant Stock and
other property, if any, issuable upon exercise of this Warrant after such
record date that is over and above the Warrant Stock andother property, if
any, issuable upon exercise of this Warrant as in effect prior to such
adjustment; provided that upon request the Company shall deliver to the
Registered Holder a due ▇▇▇▇ or other appropriate instrument evidencing the
Registered Holder's right to receive such additional shares or property upon
the occurrence of the event requiring such adjustment.
(d) When any adjustment is required to be made in the Purchase
Price, the Company shall promptly mail to the Registered Holder a certificate
setting forth the Purchase Price after such adjustment and setting forth a
brief statement of the facts requiring such adjustment. Such certificate
shall also set forth the kind and amount of stock or other securities or
property for which this Warrant shall be exercisable following the occurrence
of any of the events specified in subsection 2(a) or 2(b) above.
3. Fractional Shares.
The Company shall not be required upon the exercise of this Warrant
to issue any fractional shares, but shall make an adjustment therefor in cash
on the basis of the mean between the low bid and high asked prices of the
Warrant Stock on the OTC Bulletin Board, or the mean between the low bid and
high asked prices of the Warrant Stock on the over-the-counter market as
reported by the National Association of Securities Dealers Automated
Quotations ("NASDAQ") System or the closing market price of the Warrant Stock
on a national securities exchange on the trading day immediately prior to the
date of exercise, whichever is applicable, or if none is applicable, then on
the basis of the then market value of the Warrant Stock as shall be
reasonably determined by the Board of Directors of the Company.
4. Limitation on Sales.
(a) The Registered Holder, and each subsequent holder of this
Warrant, if any, acknowledges that this Warrant and the Warrant Stock have
not been registered under the Securities Act of 1933, as now in force or
hereafter amended, or any successor legislation (the "Act"), and agrees not
to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of
this Warrant or any Warrant Stock issued upon its exercise in the absence of
(i) an effective registration statement under the Act as to this Warrant or
such Warrant Stock and registration or qualification of this Warrant or such
Warrant Stock under any applicable blue sky or state securities law then in
effect, or (ii) an opinion of counsel, satisfactory to the Company, that such
registration and qualification
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are not required. Without limiting the generality of the foregoing, unless
the offering and sale of the Warrant Stock to be issued upon the particular
exercise of this Warrant shall have been effectively registered under the
Act, the Company shall be under no obligation to issuethe shares covered by
such exercise unless and until the Registered Holder shall have executed an
investment letter in form and substance satisfactory to the Company,
including a warranty at the time of such exercise that the Registered Holder
is acquiringsuch shares for the Registered Holder's own account, for
investment and not with a view to, or for sale in connection with, the
distribution of any such shares, in which event the Registered Holder shall
be bound by the provisions of a legend to such effect on the certificate(s)
representing the Warrant Stock. In addition, without limiting the generality
of the foregoing, the Company may delay issuance of the Warrant Stock until
completion of any action or obtaining of any consent, which the Company
believes necessary or advisable under any applicable law (including without
limitation state securities or "blue sky" laws).
(b) The Registered Holder agrees, and each other holder of Warrant
Stock agrees, if requested by the Company and/or the representative of the
underwriters underwriting an offering of Common Stock (or other securities of
the Company) from time to time, not tosell or otherwise transfer or dispose
of any Warrant Stock then held by the Registered Holder and/or such other
holder during such period of time following the effective date of any
registration statement of the Company filed under the Act for the period of
time with respect to which a majority of the executive officers of the
Company agree not to sell shares of Common Stock (or other securities of the
Company). Such agreement shall be in writing in a form satisfactory to the
Company and such representative. The Company may impose stop-transfer
instructions with respect to the Warrant Stock subject to the foregoing
restriction until the end of such period.
5. Reservation of Stock.
The Company shall at all times reserve and keep available, solely
for issuance and delivery upon the exercise of this Warrant, such shares of
Warrant Stock and other stock, securities and property, as from time to time
shall be issuable upon the exercise of this Warrant.
6. Replacement of Warrants.
Upon receipt of evidence reasonably satisfactory to the Company of
the loss, theft, destruction or mutilation of this Warrant and (in the case
of loss, theft or destruction) upon delivery of an indemnity agreement (with
surety if reasonably required) in an amount reasonably satisfactory to the
Company, or (in the case of mutilation) upon surrender and cancellation of
this Warrant, the Company shall issue, in lieu thereof, a new Warrant of like
tenor.
7. Transfers. etc.
Subject to Section 4 above:
(a) The Company shall maintain a register containing the names and
addresses of the Registered Holders of this Warrant. The Registered Holder
may change the Registered Holder's address as shown on the warrant register
by written notice to the Company requesting such change.
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(b) This Warrant shall not be transferable by the Registered Holder
and shall be exercisable only by the Registered Holder; provided that this
Warrant may be transferred to, and may be exercisable by, any company that
directly, or indirectly through one or more intermediaries, is controlled by,
or is under common control with, the Registered Holder. Subject to the
foregoing, this Warrant shall not be assigned, pledged or hypothecated in any
way (whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar process without the prior written consent of
the Company. Any attempted transfer, assignment, pledge, hypothecation or
other disposition of this Warrant or of any rights granted hereunder contrary
to the provisions of this Section 7, or the levy of any attachment or similar
process upon this Warrant or such rights, shall be null and void.
(c) Until any transfer of this Warrant is made in the warrant
register, the Company may treat the Registered Holder of this Warrant as the
absolute owner hereof for all purposes; provided, however, that if and when
this Warrant is properly assigned in blank, the Company may (but shall not be
obligated to) treat the bearer hereof as the absolute owner hereof for all
purposes, notwithstanding any notice to the contrary.
8. Mailing of Notices, etc.
All notices and other communications from the Company to the
Registered Holder of this Warrant shall be mailed by first-class certified or
registered mail, postage prepaid, to the address furnished to the Company in
writing by the last Registered Holder of this Warrant who shall have
furnished an address to the Company in writing. All notices and other
communications from the Registered Holder of this Warrant or in connection
herewith to the Company shall be mailed by first-class certified or
registered mail, postage prepaid, to the Company at its offices at ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, or such other address as
the Company shall so notify the Registered Holder.
9. No Rights as Stockholder.
Until the exercise of this Warrant, the Registered Holder of this
Warrant shall not have or exercise any rights by virtue hereof as a
stockholder of the Company.
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10. Change or Waiver.
Any term of this Warrant may be changed or waived only by an
instrument in writing signed by the party against which enforcement of the
change or waiver is sought.
11. Headings.
The headings in this Warrant are for purposes of reference only and
shall not limit or otherwise affect the meaning of any provision of this
Warrant.
12. Governing Law.
THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF DELAWARE.
13. Piggy-Back Registration Rights.
(a) For purposes of this Section 13, all shares of Common Stock
acquired pursuant to an exercise of this Warrant are referred to as the
"Registrable Shares."
(b) If at any time after the date hereof the Company proposes to
register any Common Stock under the Securities Act of 1933, as amended (the
"Act"), for sale to the public for cash, the Company shall give written
notice to Registered Holder of its intention so to do at least 20 days prior
to filing the related registration statement (the "Registration Statement").
Upon the written request of Registered Holder, given within 10 days after
receipt of any such notice, to register any Registrable Shares, the Company
shall use its best efforts to cause all Registrable Shares, as to which
registration shall have been so requested, to be included in the securities
to be covered by the Registration Statement, all to the extent requisite to
permit the sale or other disposition by Registered Holder of the Registrable
Shares requested to be so registered; provided, however, that:
(i) If, at any time after giving such written notice of its
intention to register any securities and prior to the effective date of
the Registration Statement, the Company shall determine for any reason
not to register such securities, the Company may, at its election, give
written notice of such determination to Registered Holder, and
thereupon the Company shall be relieved of its obligation to register
any Registrable Shares in connection with such registration;
(ii) If such registration involves an underwritten offering,
Registered Holder must sell its Registrable Shares to the underwriters
selected by the Company on the same terms and conditions as apply to
the Company (except as otherwise agreed to by the Company in writing);
and
(iii) The Company shall be obligated to keep the Registration
Statement effective only for six months after its initial effective
date.
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The number of Registrable Shares to be included in an underwritten offering
may be reduced, pro rata among all the Company's stockholders selling shares
in the offering, in a ratio equal to the respective amounts of shares
proposed to be sold by such stockholders, if and to the extent that the
managing underwriter shall advise Registered Holder and the Company by letter
of its belief that the number of securities requested to be registered
exceeds the number that can be sold in (or during the term of) such offering
without adversely affecting the marketing of the securities to be sold by the
Company.
(c) In connection with the registration provided for hereunder,
Registered Holder shall use reasonable efforts to cooperate with the Company
and shall furnish to the Company in writing such information with respect to
it and its proposed distribution as shall be reasonably necessary in order to
assure compliance with federal and applicable state securities laws.
(d) The Company shall pay all expenses incurred by the Company in
complying with its registration obligations pursuant to this Agreement,
including,without limitation, all registration, qualification, and filing
fees, blue sky fees and expenses, printing expenses, fees and disbursements
of counsel and independent public accountants for the Company, all expenses
of the underwriter customarily paid byissuers or sellers of securities
(including fees of the National Association of Securities Dealers, Inc.),
transfer taxes, escrow fees, fees of transfer agents and registrars, and
costs of insurance. Registered Holder shall pay all underwriting discountsand
selling commissions applicable to the sale of the Registrable Shares being
registered.
(e) (i) The Company shall protect, indemnify and hold Registered
Holder, and its officers, directors, stockholders, attorneys, accountants,
employees, affiliates, successors and assigns, harmless from any and all
demands, claims, actions, causes of actions, lawsuits, proceedings,
investigations, judgments, losses, damages, injuries, liabilities,
obligations, expenses and costs (including costs of litigation andattorneys'
fees), arising out of or based upon (aa) any untrue statement or alleged
untrue statement of any material fact contained in or incorporated by
reference into the Registration Statement, any preliminary prospectus or
final prospectus contained therein, or any amendment or supplement thereto,
(bb) the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or (cc) any material violation by the Company ofany rule or
regulation promulgated under Act applicable to the Company and relating to
action or inaction by the Company in connection with any such registration;
provided, however, that the Company shall not be liable in the case of (aa)
and (bb) above if and to the extent that the event otherwise giving rise to
indemnification arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in conformity with
information furnished by a person otherwise entitled to indemnification in
writing specifically for use in the Registration Statement or prospectus or
information contained in a writing that has been expressly approved by a
person otherwise entitled to indemnification.
(ii) Registered Holder shall protect, indemnify and hold
the Company and its officers, directors, stockholders, attorneys,
accountants, employees, affiliates, successors and assigns, harmless from any
and all demands, claims, actions, causes of actions, lawsuits, proceedings,
investigations, judgments, losses, damages, injuries, liabilities,
obligations, expenses
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and costs (including costs of litigation and attorneys' fees), arising out of
or based upon (aa) any untrue statement or alleged untrue statement of any
material fact contained in or incorporated by reference into the Registration
Statement, any preliminary prospectus or final prospectus contained therein,
or any amendment or supplement thereto, (bb) the omission or alleged omission
to state therein a material factrequired to be stated therein or necessary to
make the statements therein not misleading, or (cc) any material violation by
Registered Holder of any rule or regulation promulgated under the Act
applicable to Registered Holder and relating to action or inaction by
Registered Holder in connection with any such registration; provided,
however, that Registered Holder shall be liable in the case of (aa) and (bb)
above only if and to the extent that the event giving rise to indemnification
arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in conformity with information
furnished by Registered Holder in writing specifically for use in the
Registration Statement or prospectus or information contained in a writing
that has been expressly approved by Registered Holder.
(iii) Promptly after receipt by an indemnified party under
this Section (e) of notice of the threat or commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against
an indemnifying party hereunder, notify each such indemnifying party in
writing thereof, but the omission so to notify an indemnifying party shall
not relieve it from any liability which it may have to any indemnifiedparty
to the extent that the indemnifying party is not prejudice as a result
thereof. In case any such action shall be brought against any indemnified
party and it shall notify an indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate in and, to the extent
it shall wish, to assume and undertake the defense thereof with counsel
reasonably satisfactory to such indemnified party, and, after notice from the
indemnifying party to such indemnified party of its election so to assume and
undertake the defense thereof, the indemnifying party shall not be liable to
such indemnified party under this Section (e) for any legal expenses
subsequently incurred by such indemnified party in connection with the
defense thereofother than reasonable costs of investigation and of liaison
with counsel so elected; provided, however, that, if the defendants in any
such action include both an indemnified party and an indemnifying party and
the related indemnified party shall have reasonably concluded that there may
be reasonable defenses available to it which are different from or additional
to those available to the indemnifying party or if the interests of the
indemnified party reasonably may be believed to conflict with the interests
of the indemnifying party, the indemnified party shall have the right to
select separate counsel and to assume such legal defenses and otherwise to
participate in the defense of such action, with the expenses and fees of such
separate counsel and other expenses related to such participation to be
reimbursed by the indemnifying party as incurred. No indemnifying party shall
be subject to any liability for any settlement made without consent which
shall not be unreasonably withheld. No indemnifying partyshall consent to the
entry of any judgment or enter into any settlement which does not include
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as an unconditional term thereof the giving by the claimant or plaintiff to
such indemnified party of a release from all liability with respect to such
claim or litigation.
HISPANIC TELEVISION NETWORKS, INC.
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Chairman of the Board
C. NETWORKS L.L.C.
By:
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Name: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title:
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EXHIBIT A
PURCHASE FORM
To: Hispanic Television Networks, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
The undersigned pursuant to the provisions set forth in the attached
Warrant hereby irrevocably elects to purchase _________ shares of the Common
Stock (the "Common Stock") covered by such Warrant and herewith makes payment
of $_____________, representing the full purchase price for such shares at
the price per share provided for in such Warrant.
The undersigned understands and acknowledges the terms and
restrictions on the right to transfer or dispose of the Common Stock set
forth in Section 4 of the attached Warrant, which the undersigned has
carefully reviewed. The undersigned consents to the placing of a legend
referring to such restrictions onthe certificate for the Common Stock being
purchased and the placing of stop transfer orders until the Common Stock may
be transferred in accordance with the terms of such restrictions.
By:
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Name:
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Dated:
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