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Exhibit 4.53
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE
STATE SECURITIES
LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE
TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND
ANY
APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL
REASONABLY
SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT
REQUIRED.
WARRANT
TO PURCHASE [_________] SHARES OF COMMON STOCK OF
VERSO TECHNOLOGIES, INC.
No. [___________]
February 17, 2006
THIS
CERTIFIES THAT, for value received, [_________] or (subject to
the
restrictions on transfer contained herein and the provisions of the
Registration
Rights Agreement (as hereinafter defined)) [____________]'s
registered assigns
(the "Holder") is entitled to purchase from Verso Technologies,
Inc., a
Minnesota corporation (the "Company"), at any time or from time to
time after
9:00 a.m., Atlanta, Georgia time, on August 18, 2006 (the "Exercise
Date") and
prior to 5:00 p.m., Atlanta, Georgia time, on the date which is
five (5) years
from the Exercise Date (the "Expiration Date"), at the place where
the Warrant
Agency (as hereinafter defined) is located, at the Exercise Price
(as
hereinafter defined), the number of shares of common stock, $.01
par value (the
"Common Stock"), of the Company specified above, subject to the
terms and
conditions as hereinafter provided.
Capitalized terms used and not otherwise defined in this Warrant
shall
have the meanings set forth in Article V hereof.
ARTICLE I
EXERCISE OF WARRANTS
1.1.
Method of Exercise. To exercise this Warrant in whole or in part,
the
Holder shall deliver to the Company at the Warrant Agency: (a) this
Warrant; (b)
a written notice, substantially in the form of the subscription
notice attached
hereto as Annex 1, of such Holder's election to exercise this
Warrant, which
notice shall specify the number of whole shares of Common Stock to
be purchased,
the denominations of the share certificate or certificates desired
and the name
or names of the Eligible Holder(s) in which such
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certificates are to be registered; and (c) payment of the Exercise
Price with
respect to such shares of Common Stock. Such payment may be made,
at the option
of the Holder, by cash, money order, certified or bank cashier's
check or wire
transfer.
The
Company shall, as promptly as practicable and in any event within
five
(5) Business Days thereafter, execute and deliver or cause to be
executed and
delivered, in accordance with such subscription notice, a
certificate or
certificates representing the aggregate number of shares of Common
Stock
specified in said notice. The share certificate or certificates so
delivered
shall be in such denominations as may be specified in such notice
(or, if such
notice shall not specify denominations, one certificate shall be
issued) and
shall be issued in the name of the Holder or such other name or
names of
Eligible Holder(s) as shall be designated in such notice. Such
certificate or
certificates shall be deemed to have been issued, and such Holder
or any other
person so designated to be named therein shall be deemed for all
purposes to
have become holders of record of such shares, as of the date the
aforementioned
notice is received by the Company. If this Warrant shall have been
exercised
only in part, the Company shall, at the time of delivery of the
certificate or
certificates, deliver to the Holder a new Warrant evidencing the
right to
purchase the remaining shares of Common Stock called for by this
Warrant, which
new Warrant shall in all other respects be identical with this
Warrant. The
Company shall pay all expenses payable in connection with the
preparation,
issuance and delivery of share certificates and new Warrants as
contemplated by
Section 2.6 below (other than transfer or similar taxes in
connection with the
transfer of securities), except that, if share certificates or new
Warrants
shall be registered in a name or names other than the name of the
Holder, funds
sufficient to pay all transfer taxes payable as a result of such
transfer shall
be paid by the Holder at the time of delivering the aforementioned
notice or
promptly upon receipt of a written request of the Company for
payment.
If this
Warrant shall be surrendered for exercise within any period
during
which the transfer books for shares of the Common Stock purchasable
upon the
exercise of this Warrant are closed for any purpose, then the
Company shall not
be required to make delivery of certificates for the Common Stock
purchasable
upon such exercise until the date of the reopening of said transfer
books.
1.2.
Shares To Be Fully Paid and Nonassessable. All shares of Common
Stock
issued upon the exercise of this Warrant shall be validly issued,
fully paid and
nonassessable.
1.3. No
Fractional Shares To Be Issued. The Company shall not be
required
to issue fractions of shares of Common Stock upon exercise of this
Warrant. The
Holder may only elect to exercise this Warrant with respect to a
whole number of
shares of the Common Stock.
1.4.
Securities Laws; Share Legend. The Holder, by acceptance of
this
Warrant, agrees that this Warrant and all shares of Common Stock
issuable upon
exercise of this Warrant will be disposed of only in accordance
with the
Securities Act of 1933, as amended, and any successor Federal
statue, and the
rules and regulations of the Commission
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promulgated thereunder (the "Securities Act"). In addition to any
other legend
which the Company may deem advisable under the Securities Act and
applicable
state securities laws, all certificates representing shares of
Common Stock (as
well as any other securities issued hereunder in respect of any
such shares)
issued upon exercise of this Warrant shall be endorsed as
follows:
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED
UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE
STATE
SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR
OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT
UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN
OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH
REGISTRATION IS NOT REQUIRED.
Any
certificate issued at any time in exchange or substitution for
any
certificate bearing such legend (except a new certificate issued
upon completion
of a public distribution pursuant to a registration statement under
the
Securities Act) shall also bear such legend unless, in the opinion
of counsel
(in form and substance reasonably satisfactory to the Company)
selected by the
Holder of such certificate and reasonably acceptable to the
Company, the
securities represented thereby need no longer be subject to
restrictions on
resale under the Securities Act.
ARTICLE II
WARRANT AGENCY; TRANSFER, EXCHANGE AND
REPLACEMENT OF WARRANT
2.1.
Warrant Agency. Until such time, if any, as an independent
agency
shall be appointed by the Company to perform services described
herein with
respect to this Warrant (the "Warrant Agency"), the Company shall
perform the
obligations of the Warrant Agency provided herein at its principal
office
address or such other address as the Company shall specify by prior
written
notice to the Holder.
2.2.
Ownership of Warrant. The Company may deem and treat the person
in
whose name this Warrant is registered as the holder and owner
hereof
(notwithstanding any notations of ownership or writing hereon made
by any person
other than the Company) for all purposes and shall not be affected
by any notice
to the contrary, until presentation of this Warrant for
registration of transfer
as provided in this Article II.
2.3.
Transfer of Warrant. This Warrant may only be transferred to a
purchaser subject to and in accordance with this Section 2.3 and
Section 1.4
hereof, and any attempted transfer which is not in accordance with
this Section
2.3 and Section 1.4 hereof shall be null and void and the
transferee shall not
be entitled to exercise any of the rights of the holder of this
Warrant. The
Company agrees to maintain at the Warrant Agency books for the
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registration of such transfers of Warrants, and transfer of this
Warrant and all
rights hereunder shall be registered, in whole or in part, on such
books, upon
surrender of this Warrant at the Warrant Agency in accordance with
this Section
2.3, together with a written assignment of this Warrant,
substantially in the
form of the assignment attached hereto as Annex 2, duly executed by
the Holder
or its duly authorized agent or attorney-in-fact, with signatures
guaranteed by
a bank or trust company or a broker or dealer registered with the
NASD, and
funds sufficient to pay any transfer taxes payable upon such
transfer. Upon
surrender of this Warrant in accordance with this Section 2.3, the
Company
(subject to being satisfied that such transfer is in compliance
with Section 1.4
hereof) shall execute and deliver a new Warrant or Warrants of like
tenor and
representing in the aggregate the right to purchase the same number
of shares of
Common Stock in the name of the assignee or assignees and in the
denominations
specified in the instrument of assignment, and this Warrant shall
promptly be
canceled. Notwithstanding the foregoing, a Warrant may be exercised
by a new
holder without having a new Warrant issued. The Company shall not
be required to
pay any Federal or state transfer tax or charge that may be payable
in respect
of any transfer of this Warrant or the issuance or delivery of
certificates for
Common Stock in a name other than that of the registered holder of
this Warrant.
2.4.
Division or Combination of Warrants. This Warrant may be divided
or
combined with other Warrants, in connection with the partial
exercise of this
Warrant, upon surrender hereof and of any Warrant or Warrants with
which this
Warrant is to be combined at the Warrant Agency, together with a
written notice
specifying the names and denominations in which the new Warrant or
Warrants are
to be issued, signed by the holders hereof and thereof or their
respective duly
authorized agents or attorneys-in-fact. Subject to compliance with
Sections 1.4
and 2.3 hereof as to any transfer which may be involved in the
division or
combination, the Company shall execute and deliver a new Warrant or
Warrants in
exchange for the Warrant or Warrants to be divided or combined in
accordance
with such notice.
2.5. Loss,
Theft, Destruction or Mutilation of Warrant Certificates. Upon
receipt by the Company of evidence reasonably satisfactory to the
Company of the
loss, theft, destruction or mutilation of this Warrant and, in the
case of any
such loss, theft or destruction, upon receipt of indemnity or
security (in
customary form) reasonably satisfactory to the Company, or, in the
case of any
such mutilation, upon surrender and cancellation of such Warrant
and upon
reimbursement of the Company's reasonable incidental expenses, the
Company will
make and deliver, in lieu of such lost, stolen, destroyed or
mutilated Warrant,
a new Warrant of like tenor and representing the right to purchase
the same
aggregate number of shares of Common Stock.
2.6.
Expenses of Delivery of Warrants. Except as otherwise expressly
provided herein, the Company shall pay all expenses (other than
transfer taxes
as described in Section 2.3) and other charges payable in
connection with the
preparation, issuance and delivery of Warrants hereunder and shares
of Common
Stock upon the exercise hereof.
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ARTICLE III
ADJUSTMENT PROVISIONS
3.1.
Adjustments Generally. The Exercise Price and the number of shares
of
Common Stock (or other securities or property) issuable upon
exercise of this
Warrant shall be subject to adjustment from time to time upon the
occurrence of
certain events, as provided in this Article III.
3.2.
Common Share Reorganization and Stock Dividend Payments. If the
Company, at any time this Warrant is outstanding, (a) shall
subdivide its
outstanding shares of Common Stock into a greater number of shares
or
consolidate its outstanding shares of Common Stock into a smaller
number of
shares (any such event being called a "Common Share
Reorganization"), or (b) pay
a stock dividend (except scheduled dividends paid on preferred
stock which
contain a stated dividend rate) or otherwise make a distribution
or
distributions on shares of its Common Stock or on any other class
of capital
stock payable in shares of Common Stock (any such event being
called a "Stock
Dividend Payment"), then (i) the Exercise Price shall be adjusted,
effective
immediately after the record date at which the holders of shares of
Common Stock
are determined for purposes of a Common Share Reorganization or at
which the
holders of shares of Common Stock or any other class of capital
stock are
determined for purposes of a Stock Dividend Payment, as the case
may be, to a
price determined by multiplying the Exercise Price in effect
immediately prior
to such record date by a fraction, the numerator of which shall be
the number of
shares of Common Stock outstanding on such record date before
giving effect to
such Common Share Reorganization or Stock Dividend Payment, as the
case may be,
and the denominator of which shall be the number of shares of
Common Stock
outstanding after giving effect to such Common Share Reorganization
or Stock
Dividend Payment, as the case may be, and (ii) the number of shares
of Common
Stock subject to purchase upon exercise of this Warrant shall be
adjusted,
effective at such time, to a number determined by multiplying the
number of
shares of Common Stock subject to purchase immediately before such
Common Share
Reorganization or Stock Dividend Payment, as the case may be, by a
fraction, the
numerator of which shall be the number of shares outstanding after
giving effect
to such Common Share Reorganization or Stock Dividend Payment, as
the case may
be, and the denominator of which shall be the number of shares of
Common Stock
outstanding immediately before such Common Share Reorganization or
Stock
Dividend Payment, as the case may be.
3.3.
Capital Reorganization. If, at any time this Warrant is
outstanding,
there shall be any consolidation or merger to which the Company is
a party,
other than a consolidation or a merger in which the Company is a
continuing
corporation and which does not result in any reclassification of,
or change
(other than a Common Share Reorganization, Stock Dividend Payment
or a change in
par value) in, outstanding shares of Common Stock, or any sale or
conveyance of
the property of
