Exhibit 10.16
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY OR WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE
COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A
NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.
May 30, 1997
MONOLITHIC SYSTEM TECHNOLOGY, INC.
a California corporation
COMMON STOCK PURCHASE WARRANT AGREEMENT
(U.S. HOLDER)
THIS CERTIFIES THAT, for value received, [___________________________]
(hereinafter, the "Holder"), is entitled, upon the terms and subject to the
conditions hereinafter set forth, to purchase from Monolithic System Technology,
Inc., a California corporation (the "Company"), that number of fully paid and
nonassessable shares of the Company's Common Stock at the purchase price per
share as set forth in Section 1 below.
TERMS AND CONDITIONS OF WARRANT
1. NUMBER OF SHARES; EXERCISE PRICE, TERM.
(a) The Holder shall be entitled to subscribe for and
purchase up to [____________________________ (____________)] shares of the fully
paid and nonassessable Common Stock of the Company (the "Shares") at an exercise
price of U.S. $5.50 per share (the "Exercise Price").
(b) The Holder may exercise this Warrant at any time and
from time to time prior to 5:00 p.m. (California Time) on April 22, 2000 (the
"Expiration Date"). This Warrant shall expire and cease to be exercisable after
the Expiration Date.
2. EXERCISE OF WARRANT. This Warrant may be exercised by the
Holder as to the whole or any lesser number of the Shares covered hereby, at any
time and from time to time prior to the Expiration Date, upon surrender of this
Warrant to the Company at its principal
executive office together with the Notice of Exercise and Investment
Representation Statement annexed hereto as EXHIBITS A and B, respectively, duly
completed and executed by the Holder, and payment to the Company of the
aggregate Exercise Price for the Shares to be purchased in the form of a check
made payable to the Company in an amount equal to the aggregate Exercise Price
for the Shares to be purchased. Certificates for the Shares so purchased shall
be delivered to the Holder within a reasonable time not to exceed 21 days after
exercise of the stock purchase rights represented by this Warrant. The exercise
of this Warrant shall be deemed to have been effected on the day on which the
Holder surrenders this Warrant to the Company and satisfies all of the
requirements of this Section 2. Upon such exercise, the Holder will be deemed a
shareholder of record of those Shares for which the warrant has been exercised
with all rights of a shareholder (including, without limitation, all voting
rights with respect to such Shares and all rights to receive any dividends with
respect to such Shares). If this Warrant is to be exercised in respect of less
than all of the Shares covered hereby, the Holder shall be entitled to receive a
new warrant covering the number of Shares in respect of which this Warrant shall
not have been exercised and for which it remains subject to exercise. Such new
warrant shall be in all other respects identical to this Warrant.
3. COVENANTS OF THE COMPANY. The Company covenants and agrees
that all equity securities which may be issued upon the exercise of the rights
represented by this Warrant, upon issuance and payment therefor in accordance
herewith, will be duly authorized, validly issued, fully paid, and nonassessable
shares of capital stock of the Company. The Company further covenants and agrees
that, during the period within which the stock purchase rights represented by
this Warrant may be exercised, the Company will at all times have duly
authorized and duly reserved for issuance upon the exercise of the purchase
rights evidenced by this Warrant a number of shares of its Common Stock
sufficient for such issuance.
4. TRANSFER, EXCHANGE, OR LOSS OF WARRANT.
(a) This Warrant may not be assigned or transferred
except as provided in this Section 4 and in accordance with and subject to the
provisions of the Securities Act of 1933, as amended, and the Rules and
Regulations promulgated thereunder (collectively, the "Securities Act"). Any
purported transfer or assignment made other than in accordance with this Section
4 shall be null and void and of no force or effect.
(b) Prior to any transfer of this Warrant, other than in
an offering registered under the Securities Act, the Holder shall notify the
Company of its intention to effect such transfer, indicating the circumstances
of the proposed transfer and, upon request, furnish the Company with an opinion
of its counsel, in form and substance satisfactory to counsel for the Company,
to the effect that the proposed transfer may be made without registration under
the Securities Act or qualification under any applicable state securities laws.
The Company will promptly notify the Holder if the opinion of counsel furnished
to the Company is satisfactory to counsel for the Company. Unless the Company
notifies the Holder within ten (10) days after its receipt of such opinion that
such opinion is not satisfactory to counsel for the Company, the Holder may
proceed to effect the transfer.
(c) Unless a registration statement under the Securities
Act is effective with respect to the Shares or any other security issued upon
exercise of this Warrant, the certificate
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representing such Shares or other securities shall bear the following legend, in
addition to any legend imposed by applicable state securities laws:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"). NO SALE OR DISPOSITION MAY BE EFFECTED
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY OR WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION
OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT
SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR
RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE
COMMISSION.
(d) Upon receipt by the Company of satisfactory evidence
of loss, theft, destruction, or mutilation of this Warrant and of indemnity
satisfactory to the Company, and upon surrender and cancellation of this
Warrant, if mutilated, the Company will execute and deliver a new Warrant of
like tenor and date and any such lost, stolen, or destroyed Warrant shall
thereupon become void. Any such new Warrant executed and delivered shall
constitute an additional contractual obligation on the part of the Company,
whether or not the Warrant so lost, stolen, destroyed, or mutilated shall be at
any time enforceable by anyone.
5. NO FRACTIONAL SHARES OR SCRIP. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. In lieu of any fractional share to which such holder would otherwise be
entitled, such holder shall be entitled, at its option, to receive either (i) a
cash payment equal to the excess of the Fair Market Value for such fractional
share above the Exercise Price for such fractional share (as mutually determined
by the Company and the Holder) or (ii) a whole share if the Holder tenders the
Exercise Price for one whole share.
6. NO RIGHTS AS SHAREHOLDERS. This Warrant does not entitle the
holder hereof to any voting rights, dividend rights, or other rights as a
shareholder of the Company prior to the exercise hereof.
7. SATURDAYS, SUNDAYS, HOLIDAYS, ETC. If the last or appointed
day for the taking of any action or the expiration of any right required or
granted herein shall be a Saturday or a Sunday or shall be a legal holiday, then
such action may be taken or such right may be exercised on the next succeeding
day not a Saturday or a Sunday or a legal holiday.
8. ADJUSTMENTS. The Exercise Price per Share and the number of Shares
purchasable hereunder shall be subject to adjustment from time to time as
follows:
(a) MERGER. If at any time there shall be a merger or
consolidation of the Company with or into another corporation when the Company
is not the surviving corporation, then, as a part of such merger or
consolidation, lawful provision shall be made so that the holder of this Warrant
shall thereafter be entitled to receive upon exercise of this Warrant, during
the period specified herein and upon payment of the aggregate Exercise Price
then in effect, the
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number of shares of stock or other securities or property of the successor
corporation resulting from such merger or consolidation, to which a holder of
the stock deliverable upon exercise of this Warrant would have been entitled in
such merger or consolidation if this Warrant had been exercised immediately
before such merger or consolidation. In any such case, appropriate adjustment
shall be made in the application of the provisions of this Warrant with respect
to the rights and interests of the Holder after the merger or consolidation.
(b) RECLASSIFICATION, ETC. If the Company shall, at any
time, by subdivision, combination, or reclassification of securities or
otherwise, change any of the securities as to which purchase rights under this
Warrant exist into the same or a different number of securities of any other
class or classes, the Exercise Price shall be adjusted such that this Warrant
shall thereafter represent the right to acquire such number and kind of
securities as would have been issuable as the result of such change with respect
to the securities which were subject to the purchase rights under this Warrant
immediately prior to such subdivision, combination, reclassification or other
change.
(c) SPLIT, SUBDIVISION OR COMBINATION OF SHARES. If the
Company at any time while this Warrant remains outstanding and unexpired shall
split, subdivide or combine the securities as to which purchase rights under
this Warrant exist, the Exercise Price shall be proportionately decreased in the
case of a split or subdivision or proportionately increased in the case of a
combination.
9. NOTICE OF ADJUSTMENTS, NOTICES. Whenever the Exercise Price or
number of Shares issuable upon exercise hereof shall be adjusted pursuant to
Section 8 hereof, the Company shall issue a written notice setting forth, in
reasonable detail, the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated and the Exercise
Price and number of Shares purchasable hereunder after giving effect to such
adjustment, and shall cause a copy of such notice to be mailed to the holder of
this Warrant.
10. MISCELLANEOUS.
(a) SUCCESSORS AND ASSIGNS. This Warrant shall be binding
upon any successors or assigns of the Company.
(b) GOVERNING LAW. This Warrant shall be governed by and
construed in accordance with the laws of the State of California as applied to
agreements between California residents entered and to be performed entirely
within California.
(c) ATTORNEYS' FEES. In any litigation, arbitration, or
court proceeding between the Company and the holder relating hereto, the
prevailing party shall be entitled to reasonable attorneys' fees and expenses
incurred in enforcing this Warrant.
(d) AMENDMENTS. This Warrant may be amended and the
observance of any term of this Warrant may be waived only with the written
consent of the Company and the Holder.
(e) NOTICE. Any notice, request, or other communication
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given if
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personally delivered, sent by facsimile, or mailed by registered or certified
mail, postage prepaid, or by recognized overnight courier or personal delivery
at the respective addresses or facsimile number of the parties as set forth
below. Any party hereto may by notice so given change its address for future
notice hereunder. Notice shall conclusively be deemed to have been given when
received.
If to the Holder: [_________________________________]
[_________________________________]
[_________________________________]
[_________________________________]
If to the Company: Monolithic System Technology, Inc.
1020 Stewart Drive
Sunnyvale, California 95134
ATTN: Fu-Chieh Hsu, President
FAX: (408) 731-1893
(f) INVESTOR RIGHTS. All Shares issuable upon exercise of
this Warrant are subject to the registration rights provisions of the Third
Amended and Restated Investor Rights Agreement dated as of May 30, 1997 (the
"Rights Agreement"), as such agreement may be amended from time to time.
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IN WITNESS WHEREOF, the Company and the Holder have caused this Common
Stock Purchase Warrant Agreement to be executed as of the date first above
written.
MONOLITHIC SYSTEM TECHNOLOGY, INC.
By:
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Name:
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Title:
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Acknowledged and Agreed:
[___________________________________]
By:
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Name:
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Title:
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