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EXHIBIT 10.3
SERIES B
WARRANT PURCHASE CERTIFICATE FOR
HINSDALE BANCORP, INC.
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This Warrant Certificate certifies that the Sarah K. Adams Family
Trust, or its or her registered assignee (the "Holder"), is the owner of 72
Warrants (subject to adjustments as provided herein), each of which represents
the right to subscribe for and purchase from HINSDALE BANCORP, INC.
Corporation, an Illinois corporation (the "Corporation"), one share of the
Common Stock, no par value, of the Corporation (the Common Stock, including any
stock into which it may be changed, reclassified or converted is herein
referred to as the "Common Stock") at the purchase price (the "Exercise Price")
of Thirty one dollars and fifty cents (31.50) per share (subject to adjustment
as provided herein).
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ARE
SUBJECT TO CERTAIN RESTRICTIONS AS CONTAINED HEREIN, WITH RESPECT TO
THEIR TRANSFER.
The Warrants represented by this Warrant Certificate are subject to
the following provisions, terms and conditions:
1. EXERCISE OF WARRANTS
The Warrants may be exercised by the Holder, in whole or in part, by
surrender of this Warrant Certificate at the principal office of the
Corporation, as designated from time to time by notice in writing to the Holder
at the address of such Holder appearing on the books of the Corporation, with
the appropriate form attached hereto duly exercised, at any time within the
period beinning on the date hereof and expiring at the end of Ten (10) years
from the date hereof (the "Exercise Period") and by payment to the Corporation
of the purchase price for such shares. The Corporation agrees that the shares
of Common Stock so purchased shall be and are deemed to be issued to the Holder
as the record owner of such shares of Common Stock as of the close of business
on the date on which the Warrant Certificate shall have been surrendered and
payment made for such shares of Common Stock. Certificates representing the
shares of Common Stock so purchased shall be delivered to the Holder promptly
in no event later than thirty (30) days after the Warrants shall have been so
exercised, and, unless the Warrants have expired, a new Warrant Certificate
representing the number of Warrants
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represented by the surrendered Warrant Certificate, if any, that shall not have
been exercised shall also be delivered to the Holder within such time.
Notwithstanding anything contained herein to the contrary, this
Warrant and the rights granted hereunder shall immediately, without further
action by any party, become null and void, and all rights granted thereunder
terminated upon the earlier of the following:
A. The issuance by the Federal Deposit Insurance Corporation of a
final directive pursuant to 12 C.F.R. Section 308.201 (d) (1);
B. The issuance by the Board of Governors of the Federal Reserve
System (the "Board") of a final directive pursuant to 12 C.F.R.
Section 263.202 (d) (1);
C. The issuance by either the Federal Deposit Insurance
Corporation or the Board of a final order pursuant to Section 8 of the
Federal Deposit Insurance Act (but not including any orders issued
pursuant to Section 8 (c) of such Act), to the Bank requiring
contribution of additional capital to the Bank or its holding company.
2. ADJUSTMENTS
A. The Exercise Price and the number of shares of Common Stock
issuable upon exercise of each Warrant shall be subject to adjustment from time
to time as follows:
Stock Dividends; Stock Splits; Reverse Stock Splits; Reclassification.
In case the Corporation shall a) pay a dividend with respect to its capital
stock in shares of Common Stock, b) subdivide its outstanding shares of Common
Stock, c) combine its outstanding shares of Common Stock into smaller number or
shares of any class of Common Stock, d) issue any shares of its capital stock
or e) issue any shares of its capital stock in a reclassification in connection
with a merger, consolidation or other business directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise.
B. Whenever the number of shares of Common Stock purchasable upon
the exercise of each Warrant is adjusted pursuant to Section 2A, the Exercise
Price for each share of Common Stock payable upon exercise of each Warrant
shall be adjusted by multiplying such Exercise Price immediately prior to such
adjustment by a fraction, the numerator of which shall be the number of shares
of Common Stock purchasable upon the exercise of each Warrant immediately prior
to such adjustment, and the denominator of which shall be the number of shares
of Common Stock so purchasable immediately thereafter.
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C. Upon the expiration without being exercised of any rights,
options, warrants or conversion or exchange privileges for which an adjustment
has been made pursuant to this Warrant, the Exercise Price and the number of
shares of Common Stock purchasable upon the exercise of each Warrant shall,
upon such expiration, be readjusted and shall thereafter, upon any future
exercise, be such as they would have been had they been originally adjusted (or
had the original adjustment not be required, as the case may be) as if a) the
only shares of Common Stock so issued were the shares of such Common Stock, if
any, actually issued or sold upon the exercise of such rights, options,
warrants or conversion or exchange rights and b) such shares of Common Stock,
if any, were issued or sold for the consideration actually received by the
Corporation upon such exercise plus the consideration, if any, actually
received by the Corporation for issuance, sale or grant of all such rights,
options, warrants or conversions or exchange rights whether or not exercised;
provided, that no such readjustment shall have the effect of increasing the
Exercise Price by an amount, or decreasing the number of shares purchasable
upon exercise of each Warrant by a number, in excess of the amount or number of
the adjustment initially made in respect to the issuance, sale or grant of such
rights, options, warrants or conversion or exchange rights.
D. The Corporation shall cause to be mailed to the Holder of such
as of the record date and to the address as listed on the Corporation's books,
a notice by first class mail, postage prepaid for any dividend, distribution,
payment, adjustment in Exercise Price, as provided herein, voluntary or
involuntary dissolution, liquidation or winding up of the Corporation.
3. RESERVATION AND AUTHORIZATION OF COMMON STOCK
The Corporation covenants and agrees a) that all shares of Common
Stock which may be issued upon the exercise of the Warrants represented by this
Warrant Certificate will, upon issuance, be validly issued, fully paid and
nonassessable and free of all insurance or transfer taxes, liens and charges
with respect to the issue thereof, b) that during the Exercise Period, the
Corporation will at all times have authorized, and reserved for the purpose of
issue or transfer upon exercise of the Warrants evidence by this Warrant
Certificate, sufficient shares of Common Stock to provide for the Exercise of
the Warrants represented by this Warrant Certificate, and c) that the
Corporation will take all such actions as may be necessary to ensure that the
shares of Common Stock issuable upon the exercise of the Warrants may be so
issued without violation of any applicable law or regulation, or any
requirements of any domestic securities exchange upon which any capital stock
of the company may be listed, provided, however, that nothing contained herein
shall impose upon the Corporation any obligation to register the warrants
evidence by this Warrant Certificate or such Common Stock under applicable
securities laws.
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4. NO VOTING RIGHTS
This Warrant Certificate shall not entitle the holder hereof to any
voting rights or other rights as a stockholder of the Corporation until
exercised.
5. WARRANTS TRANSFERABLE
This Warrant Certificate and the Warrants it evidences are
transferable, in whole or in part, without charge to the Holder, at the office
or agency of the Corporation referred to in Section 1, by the Holder in person
or by duly authorized attorney, upon surrender of this Warrant Certificate
properly endorsed, and provided further, any such transferee complies with the
terms of the Voting Trust Agreement of the Holder. Each taker or Holder of
this Warrant Certificate, by taking or holding the same, consents and agrees
that this Warrant Certificate, when endorsed in blank, shall be deemed
negotiable, and that the Holder, when this Warrant Certificate shall have been
endorsed, may be treated by the Corporation and all other persons dealing with
this Warrant Certificate as the absolute owner hereof for any purpose and as
the person entitled to exercise the rights represented by this Warrant
Certificate, or to the transfer hereof on the books of the Corporation, any
notice to the contrary notwithstanding; but until such transfer on such books,
the Corporation may treat the registered holder hereof as the owner for all
purposes.
6. CLOSING OF BOOKS
The Corporation will at no time close its transfer books against the
transfer of any Warrant or of any shares of Common Stock or other securities
issuable upon the exercise of any Warrant in any manner which interferes with
the timely exercise of the Warrants.
7. WARRANTS EXCHANGEABLE, LOSS, THEFT
This Warrant Certificate is exchangeable, upon the surrender hereof of
any Holder for a new Warrant Certificate of like tenor representing in the
aggregate the right to subscribe for and purchase the number of shares of
Common Stock which may be subscribed for and purchased hereunder, each such new
Warrant to represent the right to subscribe and purchase such number of shares
of Common Stock as shall be designated by said holder hereof at the time of
such surrender. Upon receipt of evidence satisfactory to the Corporation of
the loss, theft, destruction or mutilation, upon surrender or cancellation of
this Warrant Certificate, the Corporation will issue to the holder hereof a new
Warrant Certificate of like tenor, in lieu of this Warrant Certificate,
representing the right to subscribe for and purchase the number of shares of
the Common Stock which may be subscribed for and purchased hereunder.
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8. RIGHTS AND OBLIGATION SURVIVE EXERCISE OF WARRANTS
The rights and obligations of the Corporation, of the Holder, and of
the holders of shares of Common Stock or other securities issued upon exercise
of the Warrants, contained in Sections 6 and 7 of this Warrant Certificate
shall survive the exercise of the Warrants.
Dated: December 27, 1993
HINSDALE BANCORP, INC.
BY:_______________________________________
Attest:
____________________________
(Secretary)
THE HOLDER
__________________________________________
__________________________________________
Being all of the Trustees of the aforesaid
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ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned register Holder of the attached
Warrant Certificate hereby sells, assigns, and transfers unto the Assignee(s)
named below (including the undersigned with respect to any Warrants that are
evidenced by the Warrant Certificate that are not being assigned hereby) all of
the right of the undersigned under the Warrant Certificate, with respect to the
number of Warrants set forth below:
Social Security or other
Names of Identifying Number of Number of
Assignee (s) Address Assignee (s) Warrants
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and does hereby irrevocably constitute and appoint ___________________________
the undersigned's attorney in fact to make such transfer on the books of
HINSDALE BANCORP, INC. maintained for the purpose, with full power of
substitution in the premises.
Dated:___________________________
_______________________________
Holder
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