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Exhibit 4.24
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, JANUARY 25, 2000
No. W-1995(A)3 15,000 Warrants
WARRANT CERTIFICATE
This Warrant Certificate certifies that Mezzanine Capital Corporation
Limited, or registered assigns, is the registered holder of 15,000 Warrants to
purchase initially, at any time from January 26, 1995 until 5:30 p.m., Denver
time, on January 25, 2000 ("Expiration Date"), up to 15,000 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
January 26, 1995 between the Company and Mezzanine Capital Corporation Limited
(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
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which such shares are traded on the 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 January 26, 1995
CRYENCO SCIENCES, INC.
[SEAL]
By: /s/ Alfred Schechter
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Name: Alfred Schechter
Title: President
Attest:
/s/ Alison A. Murray
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Name: Alison A. Murray
Title: Secretary
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