Exhibit 4.3
FORM OF
WARRANT
THIS WARRANT AND THE UNDERLYING
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE
ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.
PROGRESSIVE GAMING INTERNATIONAL
CORPORATION
WARRANT TO PURCHASE COMMON
STOCK
Void After
, 2013
T HIS C ERTIFIES T HAT ,
for value received, International Game Technology, a Nevada
corporation, with its principal office at 9295 Prototype Drive,
Reno, Nevada 89521, or assigns (the “ Holder ”),
is entitled to subscribe for and purchase at the Exercise Price
(defined below) from Progressive Gaming International Corporation,
a Nevada corporation, with its principal office at 920 Pilot Road,
Las Vegas, NV 89119 (the “ Company ”) [
] shares of the Company’s common stock, $0.10 par value per
share (the “ Common Stock ”).
1. D EFINITIONS . Capitalized terms not otherwise defined herein
shall have the meanings set forth in that certain Note and Warrant
Purchase Agreement (the “ Purchase Agreement ”),
dated as of
, 2008, by and between the Company
and the Holder. As used herein, the following terms shall have the
following respective meanings:
(a) “ Exercise Period ” means the
period commencing with the date hereof and ending five
(5) years later, unless sooner terminated as provided
below.
(b) “ Exercise Price ” means $[
] per share, subject to adjustment pursuant to Section 3
below.
(c) “ Exercise Shares ” means the
shares of the Company’s Common Stock issuable upon exercise
of this Warrant, subject to adjustment pursuant to the terms
herein, including but not limited to adjustment pursuant to
Section 3 below.
(d) “ Person ” means any
individual, sole proprietorship, partnership, limited liability
company, joint venture, trust, unincorporated association,
corporation, entity or government (whether federal, state, county,
city or otherwise, including, without limitation, any
instrumentality, division, agency or department
thereof).
(e) “ Registration Rights Agreement
” means the Registration Rights Agreement dated as of
, 2008 by and between the Company
and the Holder.
2. E XERCISE OF W ARRANT .
2.1 Cash Exercise.
The rights represented by this
Warrant may be exercised in whole or in part at any time during the
Exercise Period, by delivery of the following to the Company at its
address set forth above (or at such other address as it may
designate by notice in writing to the Holder):
(a) An executed Notice of Exercise in the form
attached hereto;
(b) Payment of the Exercise Price either (i) in
cash or by check, or (ii) by cancellation of indebtedness;
and
(c) This Warrant.
Upon the exercise of the rights
represented by this Warrant, a certificate or certificates for the
Exercise Shares so purchased, registered in the name of the Holder
or persons affiliated with the Holder, if the Holder so designates,
shall be issued and delivered to the Holder within a reasonable
time after the rights represented by this Warrant shall have been
so exercised; and, unless this Warrant has expired, a new Warrant
representing the number of shares of Common Stock (except a
remaining fractional share), if any, with respect to which this
Warrant shall not then have been exercised shall also be issued to
the Holder hereof within such time.
The person in whose name any
certificate or certificates for Exercise Shares are to be issued
upon exercise of this Warrant shall be deemed to have become the
holder of record of such Exercise Shares on the date on which this
Warrant was surrendered and payment of the Exercise Price was made,
irrespective of the date of delivery of such certificate or
certificates, except that, if the date of such surrender and
payment is a date when the stock transfer books of the Company are
closed, such person shall be deemed to have become the holder of
such shares at the close of business on the next succeeding date on
which the stock transfer books are open.
2.2 Net Exercise
. In lieu of exercising this Warrant
pursuant to Section 2.1, unless a registration statement under
the Securities Act providing for the resale of the Exercise Shares
and the Initial Shares is in effect by the date that is one hundred
and fifty (150) days following the Closing pursuant to the
Registration Rights Agreement and such registration statement
remains in effect throughout the Effectiveness Period (as defined
in the Registration Rights Agreement), 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 Notice of Exercise in which event the Company
shall issue to the Holder a number of shares of Common Stock
computed using the following formula:
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Where X =
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the number of
shares of Common Stock to be issued to the Holder
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Y =
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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)
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A =
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the fair market
value of one share of the Company’s Common Stock (at the date
of such calculation)
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B =
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Exercise Price
(as adjusted to the date of such calculation)
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For purposes of the above
calculation, the fair market value of one share of Common Stock
shall, if the Common Stock is listed on any established stock
exchange or traded on the Nasdaq Global Market or the Nasdaq
Capital Market, be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange
or market (or the exchange or market with the greatest volume of
trading in the Common Stock) on the date of exercise, as reported
in The Wall Street Journal or such other source as the Board
of Directors of the Company deems reliable. In the absence of such
markets for the Common Stock, the fair market value shall be
determined by the Board of Directors of the Company in good
faith.
3. A DJUSTMENT OF E XERCISE P RICE AND N UMBER OF E XERCISE S HARES .
3.1 Stock Dividends and
Splits . If the Company,
at any time while this Warrant is outstanding: (A) pays a
stock dividend or otherwise makes a distribution or distributions
on shares of its Common Stock or any other equity or equity
equivalent securities payable in shares of Common Stock (which, for
avoidance of doubt, shall not include any shares of Common Stock
issued by the Company pursuant to this Warrant),
(B) subdivides outstanding shares of Common Stock into a
larger number of shares, (C) combines (including by way of
reverse stock split) outstanding shares of Common Stock into a
smaller number of shares, or (D) issues by reclassification of
shares of the Common Stock any shares of capital stock of the
Company, then in each case the Exercise Price shall be multiplied
by a fraction of which the numerator shall be the number of shares
of Common Stock (excluding treasury shares, if any) outstanding
before such event and of which the denominator shall be the number
of shares of Common Stock outstanding after such event, and the
number of shares issuable upon exercise of this Warrant shall be
adjusted to a number determined by dividing the number of shares
issuable upon exercise of this Warrant immediately prior to such
record date by the above fraction. Any adjustment made pursuant to
this Section 3.1 shall become effective immediately after the
record date for the determination of stockholders entitled to
receive such dividend or distribution and shall become effective
immediately after the effective date in the case of a subdivision,
combination or re-classification.
3.2 Cash Dividends and Pro Rata
Distributions . In the
event that at any time or from time to time the Company shall
distribute to all holders of Common Stock (i) any dividend or
other distribution of cash, evidences of its indebtedness, shares
of its capital stock or any other properties or securities or
(ii) any options, warrants or other rights to subscribe for or
purchase any of the foregoing (other than in each case,
(w) the issuance of any rights under a shareholder rights
plan, (x) any dividend or distribution described in
Section 3.1, (y) any rights, options, warrants or
securities described in Section 3.3 and (z) any cash
dividends or other cash distributions from current or retained
earnings), then the number of shares of Common Stock issuable upon
the exercise of this Warrant shall be adjusted to a number
determined by multiplying the number of shares of Common Stock
issuable upon the exercise of this Warrant immediately prior to the
record date for any such dividend or distribution by a fraction,
the numerator of which shall be such Current Market Value (as
hereinafter defined) per share of
Common Stock on the record date for
such dividend or distribution, and the denominator of which shall
be such Current Market Value per share of Common Stock on the
record date for such dividend or distribution less the sum of
(x) the amount of cash, if any, distributed per share of
Common Stock and (y) the fair value (as determined in good
faith by the Board of Directors of the Company, whose determination
shall be evidenced by a board resolution, a copy of which will be
sent to the Holders upon request) of the portion, if any, of the
distribution applicable to one share of Common Stock consisting of
evidences of indebtedness, shares of stock, securities, other
property, warrants, options or subscription or purchase rights; and
the Exercise Price shall be adjusted to a number determined by
dividing the Exercise Price immediately prior to such record date
by the above fraction. Such adjustments shall be made whenever any
distribution is made and shall become effective as of the date of
distribution, retroactive to the record date for any such
distribution. No adjustment shall be made pursuant to this
Section 3.2 which shall have the effect of decreasing the
number of shares of Common Stock issuable upon exercise of this
Warrant or increasing the Exercise Price.
“ Current Market Value
” per share of Common Stock or any other security at any date
means (i) if the security is not registered under the
Securities Exchange Act of 1934, as amended (the “
Exchange Act ”), and/or traded on a national
securities exchange, quotation system or bulletin board,
(a) the value of the security, determined in good faith by the
Board of Directors of the Company and certified in a board
resolution, based on the most recently completed arm’s-length
transaction between the Company and a Person other than an
affiliate of the Company or between any two such Persons and the
closing of which occurs on such date or shall have occurred within
the six-month period preceding such date, or (b) if no such
transaction shall have occurred within the six-month