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Exhibit 4.11
WARRANT CERTIFICATE
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), AND MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (II)
TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH
ACT RELATING TO THE DISPOSITION OF SECURITIES) OR (III) AN OPINION OF COUNSEL,
IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT
AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.
TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.
EXERCISABLE ON OR BEFORE
5:30 P.M., DENVER TIME, DECEMBER 20, 1999
No. W-DEC1994-1 25,000 Warrants
WARRANT CERTIFICATE
This Warrant Certificate certifies that The Edgehill Corporation, or
registered assigns, is the registered holder of 25,000 Warrants to purchase
initially, at any time from April 20, 1995 until 5:30 p.m., Denver time, on
December 20, 1999 ("Expiration Date"), up to 25,000 shares of Class A voting
common stock, $.01 par value ("Common Stock") of CRYENCO SCIENCES, INC., a
Delaware corporation (the "Company"), at the price per share of Common Stock
equal to the Exercise Price set forth in the Warrant Agreement dated as of
December 20, 1994 between the Company and The Edgehill Corporation (the "Warrant
Agreement"), upon surrender of this Warrant Certificate and payment of the
Exercise Price at an office or agency of the Company, but subject to the
conditions set forth herein and in the Warrant Agreement. Payment of the
Exercise Price shall be made by certified or official bank cashier's check
payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall
have the right, at his or its election, in lieu of delivering the Exercise Price
in cash, to instruct the Company in the form of subscription to retain, in
payment of the Exercise Price, a number of shares of Common Stock (the "Payment
Shares") equal to the quotient of (i) the Exercise Price multiplied by the
number of shares as to which the Warrant is then being exercised divided by (ii)
the "Average Closing Price" as of the date of exercise and to deduct the number
of Payment Shares from the shares to be delivered to the Holder. "Average
Closing Price" means, as of any date, (x) if shares of Common Stock are listed
on a national securities exchange, the average of the closing sales prices
therefor on the largest securities exchange on which such shares are traded on
the
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10 trading days before such date, (y) if such shares are listed on the NASDAQ
National Market System but not on any national securities exchange, the average
of the closing sales prices therefor on the NASDAQ National Market System on the
last 10 trading days before such date or (z) if such shares are not listed on
either a national securities exchange or the NASDAQ National Market System, the
average of the sales prices therefor on the last 20 trading days before such
date.
No Warrant may be exercised after 5:30 p.m., Denver time, on the
Expiration Date, at which time all Warrants evidenced hereby, unless exercised
prior thereto, shall thereafter be void.
The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants issued pursuant to the Warrant Agreement, which is
hereby incorporated by reference in and made a part of this instrument and is
hereby referred to for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Company and the Holders
(the words "Holders" or "Holder" meaning the registered holders or registered
holder) of the Warrants.
The Warrant Agreement provides that upon the occurrence of certain
events the Exercise Price and the type and/or number of the Company's securities
issuable thereupon may, subject to certain conditions, be adjusted. In such
event, the Company will, at the request of the Holder, issue a new Warrant
Certificate evidencing the adjustment in the Exercise Price and the number
and/or type of securities issuable upon the exercise of the Warrants; PROVIDED,
HOWEVER, that the failure of the Company to issue such new Warrant Certificates
shall not in any way change, alter, or otherwise impair, the rights of the
Holder as set forth in the Warrant Agreement to purchase the number of shares
for the exercise price as so adjusted or any other rights set forth in the
Warrant Agreement.
Upon due presentment for registration of transfer of this Warrant
Certificate at an office or agency of the Company, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided herein and in the Warrant
Agreement, without any charge except for any tax or other governmental charge
imposed in connection with such transfer.
Upon the exercise of less than all of the Warrants evidenced by this
Certificate, the Company shall forthwith issue to the Holder hereof a new
Warrant Certificate representing such unexercised Warrants.
The Company may deem and treat the registered Holder(s) hereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, and of any distribution to the Holder(s) hereof, and for all
other purposes, and the Company shall not be affected by any notice to the
contrary.
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All terms used in this Warrant Certificate which are defined in the
Warrant Agreement shall have the meanings assigned to them in the Warrant
Agreement.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.
Date as of December 20, 1994
CRYENCO SCIENCES, INC
[SEAL]
By: /s/ Alfred Schechter
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Name: Alfred Schechter
Title: President
Attest:
/s/ Steven M. Lutt
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Name: Steven M. Lutt
Title: Assistant Secretary
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