Exhibit 4.3
THIS WARRANT AND THE COMMON
SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS
WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS
WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CONOLOG
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
|
|
|
|
|
Right to Purchase up to an
aggregate of $2,000,000 of principal amount of 8% promissory of
Conolog Corporation.
|
_______Warrants
CLASS B COMMON STOCK PURCHASE
WARRANT
|
|
|
|
No. 2009-B-001
|
Issue Date: August 3,
2009
|
CONOLOG
CORPORATION, a corporation organized under the laws of the State of
Delaware (the “Company”), hereby certifies that, for
value received, ___________________ hereby issues ______________,
___________________________________________________, or its assigns
(the “Holder”), ______ Class B Warrants, which warrants
entitles the Holder, subject to the terms set forth below, to
purchase from the Company at any time after the sooner of January
30, 2010 (180 days from the Issue Date), or the Company obtaining
the Approval as defined in Section 9(v) of the Subscription
Agreement if the Approval is required by the applicable NASD Market
Place Rules and/or Nasdaq’s corporate goverence rules, until
5:00 p.m., E.S.T on the third (3 rd ) anniversary of the
Issue Date (the “Expiration Date”), up to an aggregate
of $2,000,000 principal amount of 8% promissory notes (containing
the same terms and conditions as the Notes issued on the Closing
Date) in the form set forth as Exhibit A attached here to and for
every $100,000 principal amount Notes purchased hereunder, 1,000
Class B Warrants will be surrendered to the Company and the Company
will issue the Holder _________ Class C Common Stock Purchase
Warrants at a per share purchase price equal to the lessor of (i)
105% of the closing bid price of the Company’s common stock
on the Principal Market for the trading day preceding the exercise
date as reported by Bloomberg L.P., or (ii) the exercise price of
the Class A Common Stock Purchase Warrant. The aforedescribed
purchase price per share, as adjusted from time to time as herein
provided, is referred to herein as the “Purchase
Price.” The number and character of such shares of Common
Stock and the Purchase Price are subject to adjustment as provided
herein. The Company may reduce the Purchase Price without the
consent of the Holder. Capitalized terms used and not otherwise
defined herein shall have the meanings set forth in that certain
Subscription Agreement (the “ Subscription Agreement
”), dated August 3, 2009, entered into by the Company and
Holders of the Warrant. Notwithstanding anything to the contrary
herein, the Holder may not purchase Notes in demominations of less
than $100,000.
As
used herein the following terms, unless the context otherwise
requires, have the following respective meanings:
(a)
The term “Company” shall include Conolog Corporation
and any corporation which shall succeed or assume the obligations
of Conolog Corporation hereunder.
(b)
The term “Common Stock” includes (a) the
Company’s Common Stock, $0.01 par value per share, as
authorized on the date of the Subscription Agreement, and (b) 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.
1
1.
Exercise of Warrant .
1.1.
Number of Shares Issuable upon Exercise . From and after the
Issue Date through and including the Expiration Date, the Holder
hereof shall be entitled to receive, upon exercise of this Warrant
in whole in accordance with the terms of subsection 1.2 or
upon exercise of this Warrant in part in accordance with
subsection 1.3, the Notes and Class C Warrants.
1.2.
Exercise . This Warrant may be exercised in by the Holder
hereof by delivery of an original or facsimile copy of the form of
subscription attached as Exhibit B hereto (the
“Subscription Form”) duly executed by such Holder and
delivery within two days thereafter of payment, in cash, wire
transfer or by certified or official bank check payable to the
order of the Company, in the amount of the Note that the Holder
wants to purchase, provided the purchase Notes in denominations of
$100,000. The original Warrant is not required to be surrendered to
the Company until it has been fully exercised. For each $100,000 of
Notes that the Holder purchases, the Holder will surrender 40
Warrants. The Holders acknowledge that if there is a partial
exercise of this Warrant the number of Warrants that they have left
to exercise will be less than the number stated on this Warrant and
that the Company’s records shall be conclusive evidence of
the number of unexercised Warrants absence gross
negligence.
1.3.
RESERVED.
1.4.
RESERVED .
1.5.
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.
1.6.
RESERVED .
1.7
Delivery of Note, Class C Warrants, etc. on Exercise . The
Company agrees that the Note and Class C Warrants purchased upon
exercise of this Warrant shall be deemed to be issued to the Holder
hereof as the record owner of such securities as of the close of
business on the date on which payment shall have been made for such
Note and Class C Warrants. 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
hereof, or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may direct in compliance with applicable
securities laws, a Note duly and validly issued, fully paid and
nonassessable equal to the amount paid by the Holder to the Company
for such Note. The Company will also issue the Class C Warrants in
accordance with the terms of this Warrant.
1.8
Shareholder Approval. If required by the applicable NASD
Market Place Rules and/or Nasdaq’s corporate governance
rules, and notwithstanding anything to the contrary herein, (i)
until the Company either obtains shareholder approval of the
issuance o
