EXHIBIT 4.7
THE SECURITIES EVIDENCED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT
OR, IN THE OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER
OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER OR HYPOTHECATION IS IN
COMPLIANCE THEREWITH.
WARRANT
TO PURCHASE COMMON STOCK
OF
PARKERVISION, INC.
(void after March 10, 2010)
No. W-<<Num>>
THIS CERTIFIES THAT, for value received, <<NAME>> or registered assigns
(the "Holder"), subject to the terms and conditions herein set forth, is
entitled to purchase from ParkerVision, Inc., a Florida corporation (the
"Company"), at any time before 5:00 p.m. New York City time on March 10, 2010
(the "Termination Date"), <<WordNumberOfWarrantShares>>
(<<NumberOfWarrantShares>>) shares (the "Warrant Shares") of the Company's
common stock, $.01 par value per share (the "Common Stock"), at a price per
share equal to the Warrant Price (as defined below) upon exercise of this
Warrant pursuant to Section 5 hereof. The number of Warrant Shares is subject to
adjustment under Section 2.
1. Definitions. As used in this Warrant, the following terms have the
definitions ascribed to them below:
(a) "Business Day" means any day other than a Saturday, Sunday
or a day on which commercial banks in The City of New York, New York
are authorized or required by law or executive order to remain closed.
(b) "Issuance Date" means March 10, 2005.
(c) "Offering Warrants" shall have the meaning ascribed to the
term in Section 9.
(d) "Optional Redemption Date" means, with respect to the
redemption of this Warrant pursuant to Section 6, the Business Day, selected by
the Company in accordance with Section 6, on which this Warrant is to be
redeemed.
(e) "Optional Redemption Period" means the period that
commences on March 10, 2007 and ends on March 10, 2010.
(f) "Optional Redemption Price" means $0.01.
(g) "Other Purchase Agreements" means the several Purchase
Agreements, dated as of March 10, 2005, by and between the Company and the
respective initial holders of the Other Warrants.
(h) "Other Warrants" means the several Warrants to purchase
Common Stock of the Company issued by the Company pursuant to the Other Purchase
Agreements, or any such Warrant issued upon transfer thereof or in replacement
of any such Warrant that is lost, stolen, destroyed or mutilated, as the same
may be amended or supplemented in accordance with the terms hereof and thereof.
(i) "Person" means any individual, corporation, partnership,
limited liability company, trust, incorporated or unincorporated association,
joint venture, joint stock company, governmental authority or other entity of
any kind, and shall include any successor (by merger or otherwise) of such
entity.
(j) "Principal Market" means at any time Nasdaq or such other
U.S. market or exchange which is the principal market on which the Common Stock
is then listed for trading.
(k) "Purchase Agreement" means that certain Stock and Warrant
Purchase Agreement dated as of March 10, 2005 between the Company and the
initial Holder of this Warrant.
(l) "Registration Period" shall have the meaning ascribed to
such term in Section 7.1(c) of the Purchase Agreement.
(m) "Trading Day" means at any time a day on which the
Principal Market is open for the general trading of securities.
(n) "VWAP" of any security on any Trading Day means the
volume-weighted average price of such security on such Trading Day on the
Principal Market, as reported by Bloomberg Financial, L.P., based on a Trading
Day from 9:30 a.m., Eastern Time, to 4:00 p.m., Eastern Time, using the AQR
Function, for such Trading Day.
(o) "Warrant Price" means $9.00 per share subject to
adjustment under Section 2.
2. Adjustments and Notices. The Warrant Price and/or the Warrant Shares shall
be subject to adjustment from time to time in accordance with this Section 2.
The Warrant Price and/or the Warrant Shares shall be adjusted to reflect all of
the following events that occur on or after the Issuance Date.
(a) Subdivision, Stock Dividends or Combinations. In case the Company
shall at any time subdivide the outstanding shares of the Common Stock or shall
issue a stock dividend with respect to the Common Stock, the Warrant Price in
effect immediately prior to such subdivision or the issuance of such dividend
shall be proportionately decreased, and the number of Warrant Shares for which
this Warrant may be exercised immediately prior to such subdivision or the
issuance of such dividend shall be proportionately increased. In case the
Company shall at any time combine the outstanding shares of the Common Stock,
the Warrant Price in effect immediately prior to such combination shall be
proportionately increased, and the number of Warrant Shares for which this
Warrant may be exercised immediately prior to such combination shall be
proportionately decreased. In each of the foregoing cases, the adjustment shall
be effective at the close of business on the date of such subdivision, dividend
or combination, as the case may be.
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(b) Reclassification, Exchange or Substitution. Upon any reclassification,
exchange, substitution or other event that results in a change of the number
and/or class of the securities issuable upon exercise or conversion of this
Warrant, the Holder shall be entitled to receive, upon exercise of this Warrant,
the number and kind of securities that Holder would have received if this
Warrant had been exercised immediately before the record date for such
reclassification, exchange, substitution, or other event. The Company or its
successor shall promptly issue to Holder a new warrant for such new securities.
The new warrant shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Section
2 including, without limitation, adjustments to the Warrant Price and to the
number of securities issuable upon exercise or conversion of the new warrant.
The provisions of this Section 2(b) shall similarly apply to successive
reclassifications, exchanges, substitutions, or other events.
(c) Reorganization, Merger etc. In case of any merger or consolidation of
the Company into or with another corporation where the Company is not the
surviving corporation, or sale, transfer or lease (but not including a transfer
or lease by pledge or mortgage to a bona fide lender) of all or substantially
all of the assets of the Company, the Company, or such successor or purchasing
corporation, as the case may be, shall, as a condition to closing any such
reorganization, merger or sale, duly execute and deliver to the Holder hereof a
new warrant so that the Holder shall have the right to receive, at a total
purchase price not to exceed that payable upon the exercise or conversion of the
unexercised portion of this Warrant, and in lieu of the Warrant Shares
theretofore issuable upon exercise or conversion of this Warrant, the kind and
amount of shares of stock, other securities, money and property that would have
been receivable upon such reorganization, merger or sale by the Holder with
respect to the Warrant Shares if this Warrant had been exercised immediately
before the consummation of such transaction. Such new warrant shall provide for
adjustments that shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 2. The provisions of this subparagraph
(c) shall similarly apply to successive transactions of the type described in
this subparagraph (c).
(d) Certificate of Adjustment. In each case of an adjustment or
readjustment of the Warrant Price, the Company, at its own expense, shall cause
its Principal Financial Officer to compute such adjustment or readjustment in
accordance with the provisions hereof and prepare a certificate showing such
adjustment or readjustment, and shall mail such certificate, by first class
mail, postage prepaid, to the Holder. The certificate shall set forth such
adjustment or readjustment, showing in detail the facts upon which such
adjustment or readjustment is based. No adjustment of the Warrant Price shall be
required to be made unless it would result in an increase or decrease of at
least one cent, but any adjustments not made because of this sentence shall be
carried forward and taken into account in any subsequent adjustment otherwise
required hereunder.
(e) No Impairment. The Company shall not, by amendment of its charter,
by-laws or other organizational documents, or through a reorganization, transfer
of assets, consolidation, merger, dissolution, issue, or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms to be observed or performed under this Warrant by the
Company, but shall subject to Section 10 at all times in good faith assist in
carrying out all of the provisions of this Section 2 and in taking all such
action as may be necessary or appropriate to protect the Holder's rights under
this Section 2 against impairment.
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(f) Fractional Shares. No fractional shares shall be issuable upon
exercise or conversion of the Warrant and the number of shares to be issued
shall be rounded down to the nearest whole share. If a fractional share interest
arises upon any exercise or conversion of the Warrant, the Company shall
eliminate such fractional share interest by paying the Holder an amount computed
by multiplying the fractional interest by the fair market value of a full share.
3. No Shareholder Rights. This Warrant, by itself, as distinguished from
any shares purchased hereunder, shall not entitle the Holder to any of the
rights of a shareholder of the Company.
4. Reservation of Stock. The Company will reserve from its authorized and
unissued stock a sufficient number of shares to provide for the issuance of the
Warrant Shares upon the exercise of this Warrant. Issuance of this Warrant shall
constitute full authority to the Company's officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for the Warrant Shares issuable upon the exercise of this Warrant.
5. Exercise of Warrant.
(a) This Warrant may be exercised by the Holder hereof, in whole or in
part, at any time prior to the termination of this Warrant, at the election of
the Holder hereof (with the notice of exercise substantially in the form
attached hereto as Attachment 1 duly completed and executed), by the surrender
of this Warrant at the principal office of the Company or transfer agent and the
payment to the Company, by certified or bank check, or by wire transfer to an
account designated by the Company of an amount equal to the then applicable
Warrant Price multiplied by the number of Warrant Shares then being purchased.
This Warrant shall be deemed to have been exercised immediately prior to the
close of business on the date of its surrender for exercise as provided above,
and the person entitled to receive the Warrant Shares issuable upon such
exercise shall be treated for all purposes as the holder of such shares of
record as of the close of business on such date. As promptly as practicable
after such date, the Company shall issue and deliver to the person or persons
entitled to receive the same a certificate or certificates for the number of
full Warrant Shares issuable upon such exercise.
(b) Notwithstanding anything to the contrary contained in Section 5(a),
if the Holder elects to exercise this Warrant during the Registration Period and
at a time when a Registration Statement covering the resale by the Holder of
shares of Common Stock issuable upon the exercise of this Warrant is not
effective or available for use by the Holder, the Holder may elect to receive
shares equal to the value of this Warrant (or the portion thereof being
exercised) by surrender of this Warrant at the principal office of the Company
together with notice of such election substantially in the form attached hereto
as Attachment 1 duly completed and executed (a "Net Exercise"). The Company
shall issue to a Holder who Net Exercises a number of Warrant Shares computed
using the following formula:
Y (A - B)
---------
X = A
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Where
X = The number of Warrant Shares to be issued to the Holder.
Y = The number of Warrant Shares purchasable under this
Warrant or, if only a portion of the Warrant is being
exercised, the portion of the Warrant being cancelled
(at the date of such calculation).
A = The fair market value of one (1) Warrant Share (at the
date of such calculation).
B = The Warrant Price (as adjusted to the date of such
calculation).
For purposes of this Section 5, the fair market value of a Warrant
Share shall mean:
(i) If traded on a securities exchange, the Nasdaq National Market
or Nasdaq SmallCap Market, the fair market value of the Common
Stock shall be deemed to be the average of the closing prices
of the Common Stock on such exchange or market over the five
trading days immediately prior to the Determination Date;
(ii) If traded on the Nasdaq Stock Market (other than the Nasdaq
National Market or Nasdaq SmallCap Market) or other
over-the-counter system, the fair market value of the Common
Stock shall be deemed to be the average of the closing bid
prices of the Common Stock over the five trading days
immediately prior to the Determination Date; and
(iii) If there is no public market for the Common Stock,
the fair market value shall be the price per Warrant
Share that the Company could obtain from a willing
buyer for Warrant Shares sold by the Company from
authorized but unissued Warrant Shares, as such
prices shall be determined in good faith by the
Company's Board of Directors.
In the event that this Warrant is exercised pursuant to this Section 5 in
connection with the consummation of the Company's sale of its Common Stock or
other securities pursuant to a registration statement under the Securities Act
of 1933, as amended (other than a registration statement relating either to sale
of securities to employees of the Company pursuant to its stock option, stock
purchase or similar plan or a Rule 145 transaction) (a "Public Offering"), the
fair market value per Warrant Share shall be the per share offering price to the
public of the Public Offering.
6. Optional Redemption.
(a) Optional Redemption. At any time during the Optional Redemption
Period, the Company shall have the right on one occasion only to redeem this
Warrant in whole or in part as provided herein by payment of the Optional
Redemption Price pursuant to this Section 6 on the Optional Redemption Date, so
long as the following conditions precedent are satisfied:
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(i) a Registration Statement covering the resale by the
Holder of shares of Common Stock issuable upon the exercise of this
Warrant is effective and available for use by the Holder;
(ii) on at least 15 Trading Days in the period of 20
consecutive Trading Days ending on and including a Trading Day that is
not more than five Trading Days prior to the date the Company gives the
Optional Redemption Notice, the VWAP of the Common Stock shall have
been at least 200 percent of the Warrant Price in effect on such
Trading Day; and
(iii) on the date the Optional Redemption Notice is given, the
Company has funds available to pay the Optional Redemption Price on the
Optional Redemption Date,
(b) Procedures for Exercising Optional Redemption. In order to exercise
its right of redemption under this Section 6, the Company shall give an Optional
Redemption Notice to the Holder not less than ten Trading Days or more than
twenty Trading Days prior to the Optional Redemption Date, stating that:
(i) the Company is exercising its right to redeem this
Warrant in accordance with this Section 6;
(ii) the number of shares of Common Stock subject to this
Warrant to be redeemed;
(iii) the amount of the Optional Redemption Price payable on
the Optional Redemption Date;
(iv) the Optional Redemption Date;
(v) that all of the conditions of this Section 6 entitling
the Company to call this Warrant for redemption have been met.
On the Optional Redemption Date (or such later date as the Holder surrenders
this Warrant to the Company) the Company shall pay to or upon the order of the
Holder, by wire transfer of immediately available funds to such account as shall
be specified for such purpose by the Holder.
(c) The Company shall not be entitled to give the OptionalRedemption
Notice or to redeem any portion of this Warrant with respect to which the Holder
has given a Notice of Exercise on or prior to the date the Company gives the
Optional Redemption Notice. Notwithstanding the giving of the Optional
Redemption Notice, the Holder shall be entitled to exercise all or any portion
of this Warrant, at any time until the Optional Redemption Date, in accordance
with the terms of this Warrant, by giving a notice of exercise. On and after the
Optional Redemption Date, the Holder shall have no further rights except to
receive, upon surrender of this agreement the Optional Redemption Price.
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(d) In order that the Company shall not discriminate among the Holder
and the holders of the Other Warrants, the Company agrees that the redemption of
this Warrants pursuant to this Section 6 shall be made at the same time as a
redemption by the Company of the Other Warrants and that such redemption shall
be made pro rata based on the number of shares of Common Stock issuable upon the
exercise of this Warrant and the Other Warrants outstanding on the date the
Company gives the Optional Redemption Notice. In order that the Company not
discriminate among the Holders and the holders of the Other Warrants, the
Company agrees that it shall not redeem any of the other Warrants pursuant to
the provisions thereof similar to this Section 6(c) unless the Company
simultaneously redeems this Warrant in accordance with this Section 6(c).
7. Transfer of Warrant. This Warrant may be transferred or assigned by the
Holder hereof as a whole or in part, provided that the transferor provides, at
the Company's request, an opinion of counsel satisfactory to the Company that
such transfer does not require registration under the Securities Act.
8. Legends. Upon issuance, the certificate or certificates evidencing any
Warrant Shares shall bear legends as set forth in the Purchase Agreement.
9. Purchase Agreement. This Warrant is one of a number of warrants (the
"Offering Warrants") issued pursuant to the Purchase Agreement, and the Warrant
Shares shall be entitled to the rights conferred thereon under the Purchase
Agreement, including without limitation the registration rights provided in
Section 7 thereof.
10. Termination. This Warrant shall terminate at 5:00 p.m. New York City time
on the Termination Date.
11. Miscellaneous. This Warrant shall be governed by the laws of the State of
New York, as such laws are applied to contracts to be entered into and performed
entirely in New York by New York residents. The parties hereby agree that all
actions or proceedings arising directly or indirectly from or in connection with
this Warrant shall be litigated only in the Supreme Court of the State of New
York or the United States District Court for the Southern District of New York
located in New York County, New York. The Company consents and submits to the
jurisdiction and venue of the foregoing courts and consents that any process or
notice of motion or other application to either of said courts or a judge
thereof may be serviced on the Company inside or outside the State of New York
or the Southern District of New York (but with respect to any party hereto, such
consent shall not be deemed a general consent to jurisdiction and service for
any third parties) by registered mail, return receipt requested, directed to the
Company at its address proved in or pursuant to this Warrant (and service so
made shall be deemed complete three days after the same has been posted as
aforesaid) or by personal service or in such other manner as may be permissible
under the rules of said courts. The Company hereby waives any right to object to
a proceeding in such courts based on inconvenience of the forum and waives any
right to a jury trial in connection with any litigation pursuant to this
Warrant. The headings in this Warrant are for purposes of convenience and
reference only, and shall not be deemed to constitute a part hereof. Neither
this Warrant nor any term hereof may be changed or waived orally, but only by an
instrument in writing signed by the Company and the Holder. All notices and
other communications from the Company to the Holder of this Warrant shall be
delivered personally or by facsimile transmission or mailed by first class mail,
postage prepaid, to the address or facsimile number furnished to the Company in
writing by the last Holder of this Warrant who shall have furnished an address
or facsimile number to the Company in writing, and if mailed shall be deemed
given three days after deposit in the United States mail. Upon receipt of
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evidence satisfactory to the Company of the ownership of and the loss, theft,
destruction or mutilation of any Warrant and, in the case of any such loss,
theft or destruction, upon receipt of indemnity or security satisfactory to the
Company or, in the case of any such mutilation, upon surrender and cancellation
of such Warrant, the Company will make and deliver, in lieu of such lost,
stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and
representing the right to purchase the same aggregate number of shares of Common
Stock.
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ISSUED: March 10, 2005
PARKERVISION, INC.
By:__________________________________
Name:________________________________
Title:_________________________________
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ATTACHMENT 1
NOTICE OF EXERCISE
TO: PARKERVISION, INC.
1. The undersigned hereby:
|_| elects to purchase __________ shares of Common Stock of the Company
pursuant to the terms of the attached Warrant, and tenders herewith
payment of the purchase price of such shares in full, or
|_| elects to exercise its net issuance rights pursuant to Section 5(b) of
the attached Warrant with respect to __________ shares of Common Stock.
2. The undersigned hereby represents and warrants to the Company that the
representations and warranties made in Section 5.1 of the Stock and
Warrant Purchase Agreement by and between the Investor and the Company
dated March 10, 2005, are true and correct as of this date.
3. Please issue a certificate or certificates representing said Warrant
Shares in the name of the undersigned or in such other name as is
specified below:
------------------------------
(Name in which certificate(s) are to be issued)
-------------------------------
(Address)
--------------------------------
(Name of Warrant Holder)
By:
-----------------------------
Title:
--------------------------
Date signed:
--------------------
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ATTACHMENT 2
PARKERVISION, INC.
OPTIONAL REDEMPTION NOTICE
TO:
--------
(Name of Holder)
1. Pursuant to the terms of the Warrant to purchase Common Stock (the
"Warrant"), ParkerVision, Inc., a Florida corporation (the "Company"), the
Company hereby notifies the above-named Holder that the Company is exercising
its right to redeem the Warrant in accordance with Section 6 of the Warrant as
set forth below:
(i) The number of shares of Common Stock of the Company issuable
pursuant to the Warrant to be redeemed is _________.
(ii) The Optional Redemption Price is _________.
(iii) The Optional Redemption Date is .
2. All of the conditions of Section 6 of the Warrant for this
redemption have been satisfied.
3. Capitalized terms used herein and not otherwise defined herein have
the respective meanings provided in the Warrant.
Date PARKERVISION, INC.
-------------------
By:
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Title:
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