Exhibit 10.29
FORM OF COMMON STOCK PURCHASE WARRANT A
NEITHER THIS WARRANT NOR THE COMMON STOCK FOR WHICH IT MAY BE EXERCISED HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER
SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF,
EXCEPT AS PROVIDED IN ARTICLE 4, UNLESS SO REGISTERED OR UNLESS SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF PURSUANT TO AN EXEMPTION THEREFROM.
No. ___ August 31, 1995
CLEARVIEW CINEMA GROUP, INC.
COMMON STOCK PURCHASE WARRANT A
This CERTIFIES that, for value received _____________, or its
registered assignee (the "Holder") is entitled to subscribe for and purchase
from Clearview Cinema Group, Inc. a Delaware corporation (the "Company"), _____
shares (subject to adjustment as set forth in Article 2 below, the "Warrant
Shares") of Common Stock of the Company, par value $0.01 per share ("Common
Stock"), at the price of $2,000 per share (subject to adjustment as set forth in
Article II below, the "Warrant Purchase Price"), at any time on or after August
31, 1996 but on or before the Expiration Date, subject to the terms provided
herein. This Warrant is issued in connection with the Promissory Note (as herein
defined).
Capitalized terms used herein, and not otherwise defined, shall have
the meanings specified in Article 5. This Warrant is subject to the following
provisions, terms and conditions:
ARTICLE 1
EXERCISE; RESERVATION OF SHARES
Section 1.01. Warrant Exercise. The rights represented by this Warrant
may be exercised by the Holder by the surrender of this Warrant at any time on
or after August 31, 1996, but in no event later than the Expiration Date, at the
principal office of the Company, together with a duly executed Subscription in
the form annexed as Exhibit "1" hereto, and by payment to the Company by
certified check or bank draft of the Warrant Purchase Price (as adjusted as set
forth in Article 2 below, if applicable) for such shares; provided, however,
that if the issuance of the Underlying Common Stock upon the exercise of this
Warrant requires registration under the Securities Act in the reasonable
judgment of the Company or its counsel, this Warrant shall not be exercisable by
the Holder and no subscription of or payment for shares will be acceptable by
the Company prior to the effectiveness of a registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), covering the issuance
of the Underlying Common Stock by the Company to the holder of this Warrant. The
shares so purchased shall be deemed to be issued to the Holder as the record
owner of such shares as of the close of business on the date on which this
Warrant shall have been exercised as hereinabove provided.
Section 1.02. Certificates. Certificates for the shares purchased
pursuant to Section 1.01 shall be delivered to the Holder within a reasonable
time, not exceeding 30 days, after the rights represented by this Warrant shall
have been so exercised.
Section 1.03. Reservation of Shares. The Company covenants and agrees:
(a) That all Common Stock which may be issued upon the exercise of the
rights represented by this Warrant will, upon issuance, be fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue thereof; and
(b) That during the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized, and
reserved for the purpose of issue and delivery upon exercise of the rights
evidenced by this Warrant, a sufficient number of shares of Common Stock to
provide for the exercise of the rights represented by this Warrant.
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ARTICLE 2
ADJUSTMENTS
Section 2.01. Reorganization, Reclassification, Consolidation, Merger
or Sale. If any reorganization or reclassification of the capital stock of the
Company, or any consolidation or merger of the Company with another corporation
in which the Company is not the surviving corporation, or the sale of all or
substantially all of its assets to another corporation or similar transaction
(in any instance, a "Capital Event") shall be effected in such a way that
holders of Common Stock shall be entitled to receive stock, securities or assets
(including cash) with respect to or in exchange for their Common Stock, then, as
a condition of such Capital Event, lawful and adequate provisions shall be made
whereby the Holder hereof shall thereafter have the right to purchase and
receive upon the basis and upon the terms and conditions specified in this
Warrant and in lieu of the shares of the Common Stock of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights
represented hereby, an amount of such shares of stock, securities or assets
(including cash) as may have been issued or payable with respect to or in
exchange for a number of outstanding shares of such Common Stock equal to the
number of shares of such stock immediately theretofore purchasable and
receivable upon the exercise of the rights represented hereby had such Capital
Event not taken place.
Section 2.02. Subdivision or Combination of Stock. In the event that
the Company shall at any time subdivide or split its outstanding shares of
Common Stock into a greater number of shares, the number of shares subject to
issuance upon exercise of this Warrant shall be proportionately increased. In
the event that the outstanding shares of Common Stock of the Company shall be
combined into a smaller number of shares, the number of shares subject to
issuance upon exercise of this Warrant shall be proportionately reduced.
Section 2.03. Stock Dividends. In the event that the Company shall at
any time declare any dividend upon its Common Stock payable in stock, the number
of shares subject to issuance upon exercise of this Warrant shall be increased
by the number (and the kind) of shares which would have been issued to the
holder of this Warrant if this Warrant were exercised immediately prior to such
dividend.
Section 2.04. Adjustment to Warrant Purchase Price. If and whenever
the Company shall (i) subdivide or split its outstanding shares of Common Stock
into a greater number of shares or (ii) declare any dividend upon its Common
Stock payable in stock, the Warrant Purchase Price shall be reduced to the
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price determined by multiplying the Warrant Purchase Price in effect immediately
prior to such subdivision, split, or dividend, by a fraction, the numerator of
which shall be the number of shares (the "Outstanding Section 2.04 Shares") of
Common Stock outstanding immediately prior to such subdivision, split, dividend,
issuance, grant or sale (as if all warrants (including the Specified Warrants)
had been exercised, whether or not actually exercised on such date, outstanding
immediately prior to such subdivision, split or dividend and the denominator of
which shall be the sum of the Outstanding Section 2.04 Shares plus the the
number of additional shares of Common Stock resulting from such subdivision,
split or dividend, provided that in no event will the Warrant Purchase Price be
reduced below the par value of the Common Stock.
Section 2.06. Record Date. In the event that the Company shall take a
record of the holders of its Common Stock for the purpose of entitling them to
receive a dividend payable in Common Stock, then such record date shall be
deemed for the purposes of this Article 2 to be the date of the issue or sale of
the shares of Common Stock deemed to have been issued or sold upon the
declaration of such dividend.
Section 2.07. Notice of Adjustment. Upon any adjustment, the Company
shall give notice thereof to the Holder, which notice shall state the increase
or decrease, if any, in the number of shares purchasable upon the exercise of
this Warrant, setting forth in reasonable detail the method of calculation and
the facts upon which such calculation is based.
ARTICLE 3
CANCELLATION
This Warrant shall not be exerciseable and shall be marked canceled
and returned to the Company if the Company shall have paid the Promissory Note
in full prior to September 1, 1996.
ARTICLE 4
TRANSFER RESTRICTIONS
Section 4.01. Transfer of Warrants. This Warrant shall not be
transferrable except to an entity that is controlled by, controlling, or under
common control with the Holder (each a "Permitted Transferee"); provided,
however, that the Permitted Transferee, as a condition to such transfer, shall
execute and deliver a written agreement, in form and substance satisfactory to
the Company, agreeing to be bound by the provisions of this Warrant.
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Section 4.02. Transfer of Stock; Registration Rights. The shares of
stock issuable upon the exercise of this Warrant shall be subject to that
certain Investment and Stockholders Agreement, dated December 21, 1995, among
the Company, A. Dale Mayo, Brett E. Marks, and CMNY Capital II, L.P, as shares
held by the Investor (as defined therein), including, but not limited to the
restrictions upon transfer contained therein and the rights of registration
granted therein. Any certificate for such shares of Common Stock issued upon the
exercise of this Warrant shall bear an appropriate legend describing the
foregoing restriction.
Section 4.03. Securities Law Transfer Restrictions. By taking and
holding this Warrant, the Holder (i) acknowledges that neither this Warrant nor
any shares of Common Stock issuable upon the exercise of this Warrant have been
registered under the Securities Act or any applicable state securities or blue
sky law (collectively, the "Acts"); and (ii) agrees not to sell, transfer or
otherwise dispose of this Warrant or any such shares of Common Stock without
such registration unless the sale, transfer or disposition can be effected
without such registration and in compliance with the Acts. Any certificate for
shares of Common Stock issued upon exercise of this Warrant shall bear an
appropriate legend describing the foregoing restrictions.
Section 4.04. Provision of Information by Holder. The Holder shall
make available to the Company such written information, presented in form and
content reasonably satisfactory to the Company, as the Company may reasonably
request, from time to time, in order to make the determination provided for in
Section 4.01.
ARTICLE 5
ADDITIONAL DEFINITIONS
As used herein, the following terms shall have the meanings specified
below:
"Expiration Date" shall mean August 31, 2001.
"Promissory Note" shall mean that certain Subordinated Promissory Note
dated the date hereof, in the principal amount of $300,000, payable to CMCO,
INC.
"Specified Warrants" shall mean the Warrants issued by the Company to
CMNY, CMCO, Inc. and Robert G. Davidoff, on the date hereof.
"Underlying Common Stock" shall mean the shares of Common Stock
purchasable by the holder of this Warrant upon the
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exercise thereof, assuming that this Warrant is then exercisable.
ARTICLE 6
MISCELLANEOUS
Section 6.01. Holder of Record. Each Holder, by holding this Warrant,
consents and agrees that said Holder shall be treated by the Company and all
other persons dealing with this Warrant as the absolute owner hereof for any
purpose and as the person entitled (i) to exercise the rights represented by
this Warrant, or (ii) to the transfer hereof on the books of the Company, any
notice to the Company to the contrary notwithstanding; but until such transfer
on such books, the Company may treat the registered Holder as the owner for all
purposes.
Section 6.02. Notices. Any notice or communication to be given
pursuant to this Warrant ("Notice") shall be in writing and shall be delivered
in person or by certified mail, return receipt requested, in the United States
mail, postage prepaid. Notices to the Company shall be addressed to the
Company's principal office. Notices to the Holder shall be addressed to the
Holder's address as reflected in the records of the Company. Notices shall be
effective upon delivery in person, or, if mailed, at midnight on the third
business day after mailing.
Section 6.03. Issue Tax. The issuance of certificates for shares of
Common Stock upon the exercise of this Warrant shall be made without charge to
the Holders for any issuance tax in respect thereof, provided that the Company
shall not be required to pay any tax which may be payable in respect of any
transfer involved in the issuance and delivery of any certificate name other
than that of the Holder of the Warrant exercised.
Section 6.04. No Stockholder Rights. This Warrant
shall not entitle the Holder to any voting rights or other
rights stockholder of the Company.
Section 6.05. Governing Law. This Warrant shall be
governed by and construed in accordance with the laws of the
State of Delaware.
Section 6.06. Headings, Interpretation. The section headings used
herein are for convenience of reference only and not intended to define, limit
or describe the scope or intent any provision of this Warrant. When used in this
Warrant, the term "including" shall mean "including, without limitation by
reason of enumeration".
Section 6.07. Successors. The covenants, agreements
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and provisions of this Warrant shall bind the parties hereto and their
respective successors and permitted assigns.
IN WITNESS WHEREOF, the Company has caused this Warrant be issued this
________ day of ____________, 19 __.
CLEARVIEW CINEMA GROUP, INC.
a Delaware corporation
By____________________________
Its___________________________
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EXHIBIT "1"
SUBSCRIPTION
(To be executed only upon exercise of Warrant)
The undersigned registered owner of this Warrant irrevocably exercises
this Warrant for and purchases the number of shares of Common Stock of Clearview
Cinema Group, Inc. purchasable under this Warrant and herewith makes payment
therefor, all at the price and on the terms and conditions specified in this
Warrant. Such shares are to be registered in the name of the registered holder
of this Warrant and certificates evidencing such shares are to be delivered to
it at its address set forth below its signature unless contrary instructions are
herein given.
Register shares in the name of _______________________________________________.
Deliver certificates to ______________________________________________________.
Dated: ______________________________ ____________________________________
(Signature of Registered Owner)
____________________________________
(Street Address)
____________________________________
(City) (State) (Zip Code)