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Exhibit 10.29
FORM OF
TRANSFERABLE WARRANT
WINTRUST FINANCIAL CORPORATION
___________ , 1996
This Warrant Certificate certifies that __________, or his, her or its
registered assignee (the "Holder"), is the owner of ____ Warrants (subject to
adjustments as provided herein), each of which represents the right to
subscribe for and purchase from WINTRUST FINANCIAL CORPORATION, an Illinois
corporation (the "Corporation"), one share of the Common Stock, no par value,
of the Corporation (the Common Stock, including adjustments contained in
paragraph 2 herein is referred to herein as the "Common Stock") at the purchase
price (the "Exercise Price") of Fifteen Dollars ($15.00) per share (subject to
adjustment as provided herein).
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, properly endorsed, at the principal
office of the Corporation together with such other documentation as may be
reasonably requested by the Corporation, at any time within the period
beginning on the date hereof and expiring on _________________________ (the
"Exercise Period") accompanied by payment to the Corporation in full of the
purchase price for the shares to be purchased. Upon delivery of such funds and
the Warrant Certificate with all appropriate documentation in form satisfactory
to the Corporation, the Corporation shall issue the shares of Common Stock so
purchased, which shares shall be 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 duly 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 represented by the surrendered Warrant
Certificate that shall not have been exercised, if any, shall also be delivered
to the Holder within such time.
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2. ADJUSTMENTS.
A. The number of shares of Common Stock issuable upon exercise of
each Warrant shall be subject to adjustment from time to time in the event the
Corporation shall do any of the following: (a) pay a dividend with respect to
its capital stock in shares of Common Stock, (b) subdivide or effect a stock
split with respect to its outstanding shares of Common Stock, (c) combine its
outstanding shares of Common Stock into a smaller number of shares of any class
of Common Stock, (d) issue any shares of its capital stock in connection with a
reclassification of its Common Stock, or (e) enter into a merger, consolidation
or other business combination with or into any other corporation (except for
any reorganization, merger, consolidation or other business combination in
which the Corporation is the surviving company and which does not result in the
outstanding Common Stock being converted into or exchanged for different
securities, cash or other property, or any combination thereof). Upon the
occurrence of any of the foregoing, this Warrant shall be automatically
adjusted so as to thereafter represent the right to purchase such number of
shares of Common Stock, or such other securities or property into which the
Common Stock may have been converted in any such reorganization, merger,
consolidation or other business combination, which the holder would have held
or would have been entitled to receive had he exercised the Warrant immediately
prior to the occurrence of such event.
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.
C. Prior to the declaration of any dividend, distribution,
payment, adjustment in Exercise Price as provided herein, voluntary or
involuntary dissolution, liquidation or winding up of the Corporation, the
Corporation shall cause to be mailed to the Holder of such Certificate as of
the record date and to the address as listed on the Corporation's books, a
notice by first class mail, postage prepaid of any such 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 the
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
issuance upon exercise of the Warrants evidenced by this Warrant Certificate,
sufficient shares of Common
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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 Corporation may be listed, provided, however, that
nothing contained herein shall impose upon the Corporation any obligation to
register such Common Stock under applicable securities laws.
4. NO VOTING RIGHTS.
This Warrant Certificate shall not entitle the Holder hereof to any
voting rights or other rights as a shareholder of the Corporation until the
Warrant 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
principal office of the Corporation by the Holder in person or by duly
authorized attorney, upon surrender of this Warrant Certificate properly
endorsed. 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 thereof
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 by
any Holder for a new Warrant Certificate of like tenor representing in the
aggregate the right to purchase the number of shares of Common Stock which may
then be purchased hereunder, each such new Warrant to represent the right to
purchase such remaining 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
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 purchase the number of shares of the Common Stock
which may then be purchased hereunder.
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8. RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OF WARRANTS.
The rights and obligations of the Corporation to the Holder contained
in Sections 6 and 7 of this Warrant Certificate shall survive notice of
exercise of the Warrants.
9. NOTICE.
All notices, requests, demands and other communication required or
committed to be given hereunder shall be by hand delivery, certified or
registered mail, return receipt requested, facsimile transmission, or air
courier to the parties at the addresses and fax numbers set forth below (or
such other address of which either party provides notice in accordance
herewith). Such notices shall be deemed given at the time personally
delivered, if delivered by hand or by courier; at the time received if sent by
certified or registered mail; and when receipt is acknowledged, if transmitted
by facsimile.
If to Corporation: Attention: Mr. Edward J. Wehmer, President
Wintrust Financial Corporation
727 North Bank Lane
Lake Forest, Illinois 60043
Fax: (847) 234-4717
If to Holder: Address of such Holders appearing
on the books of the Corporation
Dated: _________________________, 1996
WINTRUST FINANCIAL CORPORATION
By: _________________________________
Its: ____________________________
ATTEST:
By: _______________________________
Its: __________________________
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