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Exhibit 10.6
WARRANT HOLDER:
STEVEN V. ABRAMSON
NUMBER OF WARRANT SHARES: 100,000
THE SECURITIES REPRESENTED BY THIS
INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES HAVE
BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO DISTRIBUTION, AND MAY NOT BE
DISPOSED OF WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT FOR SUCH SECURITIES
UNDER THE SECURITIES ACT OF 1933 AND
APPLICABLE STATE SECURITIES LAWS, OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY
TO THE COMPANY THAT REGISTRATION IS
NOT REQUIRED UNDER SUCH ACT AND APPLICABLE
STATE SECURITIES LAWS.
IN ADDITION, THE SECURITIES REPRESENTED BY
THIS INSTRUMENT MAY NOT BE SOLD,
PLEDGED OR OTHERWISE TRANSFERRED OR
ENCUMBERED WITHOUT THE PRIOR WRITTEN CONSENT
OF THE COMPANY TO SUCH PROPOSED SALE,
PLEDGE, TRANSFER OR ENCUMBRANCE AND TO THE
PROPOSED ASSIGNEE, PLEDGEE OR
TRANSFEREE.
No. WA98-136
UNIVERSAL DISPLAY CORPORATION
Common Stock Purchase Warrant
Universal Display Corporation, a Pennsylvania corporation, for
value
received, hereby grants to the undersigned
holder, its successors and permitted
assigns (collectively, the "Holder"), this
right (the "Warrant"), subject to the
terms set forth below, to purchase at the
purchase price per share as defined in
Section 2.1 below (the "Purchase Price"),
up to that number of Shares (defined
below) set forth on the signature page of
the Subscription Agreement attached
hereto (the "Signature Page"), subject to
adjustment as herein provided (such
total number of Shares that may be
purchased hereunder being referred to herein
as the "Warrant Shares").
1.
Definitions. As used herein, the following terms, unless the
context
otherwise requires, have the following
respective meanings:
1.1.
"Company" shall include Universal Display Corporation, a
Pennsylvania corporation, and, unless
otherwise noted to the contrary, any
company which shall succeed to, by merger,
consolidation or similar arrangement
of the Company's and assume the obligations
of Universal Display Corporation
hereunder.
1.2.
"Other Securities" refers to any stock (other than the
Shares) and other securities of the Company
or any other person (corporate or
otherwise) that the Holder at any time
shall be entitled to receive, or shall
have received, on the exercise of this
Warrant, in lieu of or in addition to
Shares, or which at any time shall be
issuable or shall have been issued in
exchange for or in replacement of
Shares.
1.3.
"Shares" means (a) the Company's Common Stock, as
authorized on the date of this Warrant and
(b) if the class of securities
described in (a) shall cease to be issued
and outstanding, securities of the
same class issued in exchange for or in
respect of the securities described in
(a) pursuant to a plan of merger,
consolidation, recapitalization or
reorganization, the sale of substantially
all of the Company's assets or a
similar transaction.
1.4.
"Registrable Common Stock" means the number of shares of
common stock underlying the warrants issued
hereunder. As to any particular
Registrable Common Stock, such securities
will cease to be Registrable Common
Stock when they (a) have been effectively
registered under the Securities Act of
1933, as amended (the "Act") and obtained
or disposed of in accordance with the
registration statement covering them, (b)
have been transferred pursuant to Rule
144 under the Act (or any similar provision
then in force), or (c) are no longer
subject to restrictions under transfer
pursuant to the provisions of Rule 144(k)
under the Act.
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1.5.
"Registration Expenses" means all expenses incident to
the Company's performance of or compliance
with this Agreement, including all
registration and filing fees, fees and
expenses of compliance with securities or
blue sky laws, printing expenses, messenger
and delivery expenses, expenses and
fees for listing the securities to be
registered on exchanges on which similar
securities issued by the Company are then
listed, and fees and disbursements of
counsel for the Company (but not of counsel
to the Shareholder) and of all
independent certified public accountants,
underwriters (other than Underwriting
Commissions) and other persons retained by
the Company.
1.6.
"Underwriting Commissions" means all underwriting
discounts or commissions relating to the
sale of securities of the Company.
2. Exercise
of Warrant.
2.1
Purchase Price. The Warrant may be exercised, subject to
the terms specified herein, at the purchase
price of $6.38 per Share (the
"Purchase Price").
2.2
Exercise Period. The Warrant may be exercised (the
"Exercise Period") at any time for a period
of ten years from April 2, 1998.
2.3
Exercise in Full. Subject to the limitations stated
above, this Warrant may be exercised in
full at the option of the Holder by
surrender of this Warrant, with the form of
subscription at the end hereof duly
executed by the Holder, to the Company at
its principal office in the United
States, accompanied by payment, in cash or
by certified or official bank check
payable to the order of the Company, in the
amount obtained by multiplying the
number of Shares for which this Warrant may
be exercised by the Purchase Price.
2.4
Partial Exercise. This Warrant may be exercised in part
by surrender of this Warrant in the manner
and at the place provided in
subsection 2.4 along with payment in the
amount determined by multiplying (a)
the number of Shares designated by the
holder in the subscription at the end
hereof by (b) the Purchase Price. On any
such partial exercise, the Company at
its expense will forthwith issue and
deliver to or upon the order of the Holder
a new Warrant or Warrants of like tenor, in
the name of the Holder or as the
Holder (upon payment by the Holder of any
applicable transfer taxes) may
request, calling in the aggregate on the
face or faces thereof for the number of
Shares for which such Warrant or Warrants
may still be exercised.
3. Delivery
of Share Certificates on Exercise.
3.1
As
soon as practicable after the exercise of this
Warrant in full or in part, 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 the Holder
(upon payment by the Holder of any
applicable transfer taxes) may direct, a
certificate or certificates for the
number of fully paid and non-assessable
Shares (or Other Securities) to which
the Holder shall be entitled on such
exercise, plus, in lieu of any fractional
share to which the Holder would otherwise
be entitled, cash equal to such
fraction multiplied by the then current
market value of one full share, together
with any other stock or other securities
and property (including cash, where
applicable) to which the Holder is entitled
upon such exercise pursuant to
Section 2 or otherwise.
4. Covenants
as to Shares.
4.1
Issuance of Shares upon Exercise. All Shares that may be
issued upon the exercise of the rights
represented by this Warrant will, upon
issuance, be validly issued, fully paid and
non-assessable and free from all
taxes, liens and charges with respect to
the issue thereof. The Company will at
all times have authorized and reserved,
free from preemptive rights, a
sufficient number of shares of common stock
to provide for the exercise of the
rights represented by this Warrant.
4.2
Restrictions on Transfer. Holder represents to the
Company that it is acquiring the Warrants
for its own investment account and
without a view to the subsequent public
distribution of the Warrants or
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Shares otherwise than pursuant to an
effective registration statement under the
Securities Act. Each Warrant and each
certificate for Shares issued to the
Holder and any subsequent holder that have
not been sold to the public pursuant
to an effective registration statement
under the Securities Act or as to which
the restrictions on transfer have not been
removed as hereinafter provided,
shall bear a restrictive legend reciting
that the same have not been registered
pursuant to the Securities Act and may not
be transferred in the absence of an
effective registration statement under the
Securities Act, the holder thereof
shall give written notice to the Company of
its intention to effect such
transfer. Each such notice shall describe
the manner of the proposed transfer
and shall be accompanied by an opinion of
counsel experienced in federal
securities laws matters and reasonably
acceptable to the company and its counsel
to the effect that the proposed transfer
may be effected without registration
under the Securities Act, whereupon, the
holder of such Registrable Common Stock
shall be entitled to transfer such
securities in accordance with the terms of
its notice and such opinion. Restrictions
imposed under this Section 4 upon the
transferability of the Warrants or of
Shares shall cease when:
(a) a registration statement covering such Shares becomes
effective under the Securities Act, or
(b) the Company receives from the holder thereof an opinion of
counsel experienced in federal securities laws matters, which
counsel shall be reasonably acceptable to the Company, that
such
restrictions are no longer required in order to insure
compliance with the Securities Act.
When such restrictions terminate, the
Company shall, or shall instruct the
Warrant Agent to, issue new securities in
the name of the holder not bearing the
legends required by this Section 4.
5. Adjustment
for Reorganization; Consolidation or Merger.
5.1
Reorganization, Consolidation or Merger. If at any time
or from time to time, the Company shall (a)
effect a plan of merger,
consolidation, recapitalization or
reorganization or similar transaction with a
corporation (the "Acquiror") whereby the
shareholders of the Company will
exchange their shares of the Company for
the shares of the parent corporation of
the Acquiror, or (b) 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 (which along
with any transactions set forth in (a)
hereof shall be an "Extraordinary
Transaction"), then, in each such case, the
holder of this Warrant, on the exercise
hereof as provided in Section 2 at any
time after the completion of any
Extraordinary Transaction, shall receive such
Shares or Other Securities and property
(including cash) to which such holder
would have been entitled in any
Extraordinary Transaction as if such holder had
so exercised this Warrant, immediately
prior thereto.
5.2
Dissolution. If the Company dissolves following the
transfer of all or substantially all of its
properties or assets, the Company,
prior to such dissolution, shall at its
expense deliver or cause to be delivered
to the Holder the stock and other
securities and property (including cash, where
applicable) receivable by the Holder after
the effective date of such
dissolution pursuant to this Section 5.
5.3
Continuation of Terms. Upon any Extraordinary
Transaction, this Warrant shall continue in
full force and effect and the terms
hereof shall be applicable to the
securities, Shares and Other Securities and
property receivable on the exercise of this
Warrant after the consummation of
reorganization, consolidation or merger or
the effective date of dissolution
following any such transfer, as the case
may be, any Extraordinary Transaction
and shall be binding upon the party or
parties to the Extraordinary Transaction
and their successors, including, in the
case of any such transfer, the person
acquiring all or substantially all of the
properties or assets of the Company,
whether or not such person shall have
expressly assumed the terms of this
Warrant as provided in Section 7.
6.
Adjustments for Other Events.
6.1
Changes in Capital Structure. If the Company shall (a)
