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EXHIBIT 4.13.23
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE
OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT
AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE
STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO VOXX CORPORATION THAT SUCH REGISTRATION IS NOT
REQUIRED.
Right to Purchase up to 327,409 Shares of Common Stock of
Voxx Corporation
(subject to adjustment as provided herein)
COMMON STOCK PURCHASE WARRANT
No. _________________
Issue
Date: April 29, 2005
VOXX CORPORATION, a corporation organized under the laws of the
State
of Florida ("VOXX"), hereby certifies that,
for value received, Laidlaw &
Company (UK) Ltd. or assigns (the
"Holder"), is entitled, subject to the terms
set forth below, to purchase from the
Company (as defined herein) from and after
the Issue Date of this Warrant and at any
time or from time to time before 5:00
p.m., New York time, through the close of
business April 29, 2010 (the
"Expiration Date"), 327,409 fully paid and
nonassessable shares of Common Stock
(as hereinafter defined), $0.001 par value
per share, at the applicable Exercise
Price per share (as defined below). The
number and character of such shares of
Common Stock and the applicable Exercise
Price per share are subject to
adjustment as provided herein.
As used herein the following terms, unless the context
otherwise
requires, have the following respective
meanings:
(a) The term
"Company" shall include VOXX and any
corporation which shall succeed or assume the obligations of
VOXX
hereunder.
(b) The term
"Common Stock" includes (i) the Company's
Common Stock, par value $0.001 per share; and (ii) any other
securities
into which or for which any of the securities described in (a) may
be
converted or exchanged pursuant to a plan of recapitalization,
reorganization, merger, sale of assets or otherwise.
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(c) The term
"Other Securities" refers to any stock
(other than Common Stock) and other securities of the Company or
any
other person (corporate or otherwise) which the holder of the
Warrant
at any time shall be entitled to receive, or shall have received,
on
the exercise of the Warrant, in lieu of or in addition to Common
Stock,
or which at any time shall be issuable or shall have been issued
in
exchange for or in replacement of Common Stock or Other
Securities
pursuant to Section 4 or otherwise.
(d) The
"Exercise Price" applicable under this Warrant
shall be: (i) on and after the date of the consummation of an
initial
public offering of the Common Stock (the "VOXX IPO Date"), a price
per
share equal to the initial public offering price of the Common
Stock
and (ii) prior to the VOXX IPO Date, a price per share equal to
the
remainder of (x) $50,000,000 divided by (y) the aggregate number
of
VOXX shares of Common Stock issued and outstanding on the date of
such
exercise (calculated on a fully diluted basis and, in any
event,
assuming the full conversion or exercise, as the case may be, of
all
securities issued by the Company which are convertible or
exercisable
into Common Stock).
126.
Exercise of Warrant.
126.1
Number of Shares Issuable upon Exercise. From and
after the date hereof through and including
the Expiration Date, the Holder
shall be entitled to receive, upon exercise
of this Warrant in whole or in part,
by delivery of an original or fax copy of
an exercise notice in the form
attached hereto as Exhibit A (the "Exercise
Notice"), shares of Common Stock of
the Company, subject to adjustment pursuant
to Section 4.
126.2 Fair
Market Value. For purposes hereof, the "Fair
Market Value" of a share of Common Stock as
of a particular date (the
"Determination Date") shall mean:
(a) If the
Company's Common Stock is traded on the
American Stock Exchange or another national exchange or is quoted
on
the National or SmallCap Market of The Nasdaq Stock Market,
Inc.("Nasdaq"), then the closing or last sale price,
respectively,
reported for the last business day immediately preceding the
Determination Date.
(b) If the
Company's Common Stock is not traded on the
American Stock Exchange or another national exchange or on the
Nasdaq
but is traded on the NASD OTC Bulletin Board, then the mean of
the
average of the closing bid and asked prices reported for the
last
business day immediately preceding the Determination Date.
(c) Except as
provided in clause (d) below, if the
Company's Common Stock is not publicly traded, then as the Holder
and
the Company agree or in the absence of agreement by arbitration
in
accordance with the rules then in effect of the American
Arbitration
Association, before a single arbitrator to be chosen from a panel
of
persons qualified by education and training to pass on the matter
to be
decided.
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(d)
If the
Determination Date is the date of a
liquidation, dissolution or winding up, or any event deemed to be
a
liquidation, dissolution or winding up pursuant to the
Company's
charter, then all amounts to be payable per share to holders of
the
Common Stock pursuant to the charter in the event of such
liquidation,
dissolution or winding up, plus all other amounts to be payable
per
share in respect of the Common Stock in liquidation under the
charter,
assuming for the purposes of this clause (d) that all of the shares
of
Common Stock then issuable upon exercise of the Warrant are
outstanding
at the Determination Date.
126.3
Company Acknowledgment. The Company will, at the time
of the exercise of the Warrant, upon the
request of the holder hereof
acknowledge in writing its continuing
obligation to afford to such holder any
rights to which such holder shall continue
to be entitled after such exercise in
accordance with the provisions of this
Warrant. If the holder shall fail to make
any such request, such failure shall not
affect the continuing obligation of the
Company to afford to such holder any such
rights.
126.4
Trustee for Warrant Holders. In the event that a bank
or trust company shall have been appointed
as trustee for the holders of the
Warrant pursuant to Subsection 3.2, such
bank or trust company shall have all
the powers and duties of a warrant agent
(as hereinafter described) and shall
accept, in its own name for the account of
the Company or such successor person
as may be entitled thereto, all amounts
otherwise payable to the Company or such
successor, as the case may be, on exercise
of this Warrant pursuant to this
Section 1.
127.
Procedure for Exercise.
127.1
Delivery of Stock Certificates, Etc., on Exercise.
The Company agrees that the shares of
Common Stock purchased upon exercise of
this Warrant shall be deemed to be issued
to the Holder as the record owner of
such shares as of the close of business on
the date on which this Warrant shall
have been surrendered and payment made for
such shares in accordance herewith.
As soon as practicable after the exercise
of this Warrant in full or in part,
and in any event within three (3) business
days thereafter, the Company at its
expense (including the payment by it of any
applicable issue taxes) will cause
to be issued in the name of and delivered
to the Holder, or as such Holder (upon
payment by such Holder of any applicable
transfer taxes) may direct in
compliance with applicable securities laws,
a certificate or certificates for
the number of duly and validly issued,
fully paid and nonassessable shares of
Common Stock (or Other Securities) to which
such Holder shall be entitled on
such exercise, plus, in lieu of any
fractional share to which such holder would
otherwise be entitled, cash equal to such
fraction multiplied by the then Fair
Market Value of one full share, together
with any other stock or other
securities and property (including cash,
where applicable) to which such Holder
is entitled upon such exercise pursuant to
Section 1 or otherwise.
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127.2
Exercise. Payment may be made either (i) in cash or
by certified or official bank check payable
to the order of the Company equal to
the applicable aggregate Exercise Price,
(ii) by delivery of the Warrant, or
shares of Common Stock and/or Common Stock
receivable upon exercise of the
Warrant in accordance with Section (b)
below, or (iii) by a combination of any
of the foregoing methods, for the number of
Common Shares specified in such
Exercise Notice (as such exercise number
shall be adjusted to reflect any
adjustment in the total number of shares of
Common Stock issuable to the Holder
per the terms of this Warrant) and the
Holder shall thereupon be entitled to
receive the number of duly authorized,
validly issued, fully-paid and
non-assessable shares of Common Stock (or
Other Securities) determined as
provided herein. Notwithstanding any
provisions herein to the contrary, if the
Fair Market Value of one share of Common
Stock is greater than the Exercise
Price (at the date of calculation as set
forth below), in lieu of exercising
this Warrant for cash, the Holder may elect
to receive shares equal to the value
(as determined below) of this Warrant (or
the portion thereof being exercised)
by surrender of this Warrant at the
principal office of the Company together
with the properly endorsed Exercise Notice
in which event the Company shall
issue to the Holder a number of shares of
Common Stock computed using the
following formula:
X=Y
(A-B)
---------
A
Where X = the
number of shares of Common Stock to be issued to
the Holder
Y =
the number of shares of Common Stock purchasable
under the Warrant or, if only a portion of the
Warrant is being exercised, the portion of the
Warrant being exercised (at the date of such
calculation)
A =
the Fair Market Value of one share of the Company's
Common Stock (at the date of such calculation)
B =
Exercise Price (as adjusted to the date of such
calculation)
128.
Effect of Reorganization, Etc.; Adjustment of Exercise Price.
128.1
Reorganization, Consolidation, Merger, Etc. In case
at any time or from time to time, the
Company shall (a) effect a reorganization,
(b) consolidate with or merge into any
other person, or (c) transfer all or
substantially all of its properties or
assets to any other person under any plan
or arrangement contemplating the
dissolution of the Company, then, in each such
case, as a condition to the consummation of
such a transaction, proper and
adequate provision shall be made by the
Company whereby the Holder of this
Warrant, on the exercise hereof as provided
in Section 1 at any time after the
consummation of such reorganization,
consolidation or merger or the effective
date of such dissolution, as the case may
be, shall receive, in lieu of the
Common Stock (or Other Securities) issuable
on such exercise prior to such
consummation or such effective date, the
stock and other securities and property
(including cash) to which such Holder would
have been entitled upon such
consummation or in connection with such
dissolution, as the case may be, if such
Holder
