Exhibit 4.03
(Form of Rights Certificate)
Certificate No. R- _____________ Rights
THE RIGHTS ARE SUBJECT TO REDEMPTION OR MANDATORY EXCHANGE, AT THE OPTION OF THE
CORPORATION, ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. RIGHTS BENEFICIALLY
OWNED BY ACQUIRING PERSONS OR AFFILIATES OR ASSOCIATES THEREOF (AS SUCH TERMS
ARE DEFINED IN THE RIGHTS AGREEMENT) OR TRANSFEREES OF ANY OF THE FOREGOING WILL
BE VOID.
Rights Certificate
PARKERVISION, INC.
This certifies that _____________________________, or registered assigns, is the
registered holder of the number of Rights set forth above, each of which
entitles the registered holder thereof, subject to the terms, provisions and
conditions of the Stockholder Protection Rights Agreement, dated as of November
21, 2005 (as amended from time to time, the "Rights Agreement"), between
ParkerVision, Inc., a Florida corporation (the "Corporation"), and American
Stock Transfer & Trust Company, as rights agent (the "Rights Agent," which term
shall include any successor rights agent under the Rights Agreement), to
purchase from the Corporation at any time after the Separation Time (as such
term is defined in the Rights Agreement) and prior to the Close of Business on
November 21, 2015, one ten-thousandth (1/10,000) of a fully paid share of Series
E Preferred Stock, par value $1.01 per share (the "Preferred Stock"), of the
Corporation (subject to adjustment as provided in the Rights Agreement) at the
Exercise Price referred to below, upon presentation and surrender of this Rights
Certificate with the Form of Election to Exercise duly executed at the principal
office of the Rights Agent. The Exercise Price shall initially be $45.00 per
Right and shall be subject to adjustment in certain events as provided in the
Rights Agreement.
In certain circumstances described in the Rights Agreement, the Rights evidenced
hereby may entitle the registered holder thereof to purchase securities of an
entity other than the Corporation or securities (including Common Stock) or
assets of the Corporation other than Preferred Stock, all as provided in the
Rights Agreement.
This Rights Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Corporation and the holders of the Rights Certificates. Copies
of the Rights Agreement are on file at the principal office of the Corporation
and are available without cost upon written request. Capitalized terms used in
this Rights Certificate and not otherwise defined herein shall have the meanings
ascribed to such terms in the Rights Agreement.
This Rights Certificate, with or without other Rights Certificates, upon
surrender at the office of the Rights Agent designated for such purpose, may be
exchanged for another Rights Certificate or Rights Certificates of like tenor
evidencing an aggregate number of Rights equal to the aggregate number of Rights
evidenced by the Rights Certificate or Rights Certificates surrendered. If this
Rights Certificate shall be exercised in part, the registered holder shall be
entitled to receive, upon surrender hereof, another Rights Certificate or Rights
Certificates for the number of whole Rights not exercised.
1
Subject to the provisions of the Rights Agreement, each Right evidenced by this
Certificate may be (a) redeemed by the Corporation under certain circumstances,
at its option, at a redemption price of $.01 per Right or (b) exchanged by the
Corporation under certain circumstances, at its option, for one share of Common
Stock (or one ten-thousandth (1/10,000) of a share of Preferred Stock) per Right
(or, in certain cases, other securities or assets of the Corporation), subject
in each case to adjustment in certain events as provided in the Rights
Agreement.
No holder of this Rights Certificate, as such, shall be entitled to receive
dividends or be deemed for any purpose the holder of any securities which may at
any time be issuable on the exercise hereof, nor shall anything contained in the
Rights Agreement or herein be construed to confer upon the holder hereof, as
such, any of the rights of a shareholder of the Corporation or any right to vote
for the election of directors or upon any matter submitted to shareholders at
any meeting thereof, or to give or withhold consent to any corporate action, or
to receive notice of meetings or other actions affecting shareholders (except as
provided in the Rights Agreement), or to receive dividends or subscription
rights, or otherwise, until the Rights evidenced by this Rights Certificate
shall have been exercised or exchanged as provided in the Rights Agreement.
This Rights Certificate shall not be valid or obligatory for any purpose until
it shall have been countersigned by the Rights Agent.
WITNESS the facsimile signature of the proper officers of the Corporation.
Date:___________________________
ATTEST: PARKERVISION, INC.
_______________________________ By:_____________________________
Secretary Chief Executive Officer
Countersigned:
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By:____________________________
Authorized Officer
2
[Form of Reverse Side of Rights Certificate]
FORM OF ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer this Rights Certificate.)
FOR VALUE RECEIVED,_______________________________ hereby sells, assigns and
transfers unto
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(Please print name and address of transferee)
this Rights Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint ______________________,
attorney-in-fact, to transfer the within Rights Certificate on the books of the
within-named Corporation, with full power of substitution.
Dated:________________________, _____
Signature Guaranteed: ____________________________________
Signature
(Signature must correspond to name as
written upon the face of this Rights
Certificate in every particular, without
alteration or enlargement or any change
whatsoever)
Signatures must be guaranteed by an eligible guarantor institution (a bank,
stockbroker, savings and loan association or credit union with membership in an
approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the
Securities Exchange Act of 1934.
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(To be completed if true)
The undersigned hereby represents, for the benefit of the Corporation and all
holders of Rights and shares of Common Stock, that the Rights evidenced by this
Rights Certificate are not, and, to the knowledge of the undersigned, have never
been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate
thereof (as defined in the Rights Agreement).
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Signature
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NOTICE
In the event the certification set forth above is not completed in connection
with a purported assignment, the Corporation will deem the Beneficial Owner of
the Rights evidenced by the enclosed Rights Certificate to be an Acquiring
Person or an Affiliate or Associate thereof (as defined in the Rights Agreement)
or a transferee of any of the foregoing and accordingly will deem the Rights
evidenced by such Rights Certificate to be void and not transferable or
exercisable.
3
[To be attached to each Rights Certificate]
FORM OF ELECTION TO EXERCISE
To be executed if holder desires to exercise the Rights Certificate.)
TO: PARKERVISION, INC.
The undersigned hereby irrevocably elects to exercise ________________ whole
Rights represented by the attached Rights Certificate to purchase the shares of
Series E Preferred Stock (or such other securities as shall be designated by
ParkerVision) issuable upon the exercise of such Rights and requests that
certificates for such shares be issued in the name of and delivered to:
Name:____________________________________________________________
Address:_________________________________________________________
_________________________________________________________
Social Security or other Taxpayer ID No.: _______________________
If such number of Rights shall not be all the Rights evidenced by this Rights
Certificate, a new Rights Certificate for the balance of such Rights shall be
registered in the name of and delivered to:
Name:____________________________________________________________
Address:_________________________________________________________
_________________________________________________________
Social Security or other Taxpayer ID No.: _______________________
Dated:____________________, ________
Signature Guaranteed: _________________________________________
Signature
(Signature must correspond to name as
written upon the face of this Rights
Certificate in every particular, without
alteration or enlargement or any change
whatsoever)
4
Signatures must be guaranteed by an eligible guarantor institution (a bank,
stockbroker, savings and loan association or credit union with membership in an
approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the
Securities Exchange Act of 1934.
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(To be completed if true)
5
The undersigned hereby represents, for the benefit of the Corporation and all
holders of Rights and shares of Common Stock, that the Rights evidenced by this
Rights Certificate are not, and, to the knowledge of the undersigned, have never
been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate
thereof (as defined in the Rights Agreement).
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Signature
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NOTICE
In the event the certification set forth above is not completed in connection
with a purported election to exercise, , the Corporation will deem the
Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to
be an Acquiring Person or an Affiliate or Associate thereof (as defined in the
Rights Agreement) or a transferee of any of the foregoing and accordingly will
deem the Rights evidenced by such Rights Certificate to be void and not
transferable or exercisable.
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