Here's the Full Monty on the
WARRANTS
Each Warrant will entitle the holder to purchase one share of Common Stock at a price of $11.40 per share. The Warrants will, subject to certain conditions, be exercisable at any time on or before September 25, 2001, unless earlier redeemed. The outstanding Warrants are redeemable by the Company, at a price of $0.25 per Warrant, upon 30 days' written notice, if the closing bid price (as defined in the Warrant Agreement described below) per share of the Common Stock for the 20 consecutive trading days immediately preceding the date notice of redemption is given equals or exceeds $22.80. If the Company gives notice of its intention to redeem, a holder would be forced either to exercise his or her Warrant before the date specified in the redemption notice or accept the redemption price.
The terms and conditions of the Warrants are governed by the provisions of the Warrant Agreement between the Company and U.S. Stock Transfer Corporation, as Warrant Agent (the "Warrant Agent"). The shares of Common Stock underlying the Warrants, when issued upon exercise of a Warrant, will be fully paid and nonassessable, and the Company will pay any transfer tax incurred as a result of the issuance of Common Stock to the holder upon its exercise.
The Warrants contain provisions that protect the holders against dilution by adjustment of the exercise price. Such adjustments will occur in the event, among others, of a merger, stock split or reverse stock split, stock dividend or recapitalization. The Company is not required to issue fractional shares upon the exercise of a Warrant. The holder of a Warrant will not possess any rights as a shareholder of the Company until such holder exercises the Warrant.
A Warrant may be exercised upon surrender of the Warrant Certificate on or before the expiration date of the Warrant at the offices of the Warrant Agent, with the form of "Election To Purchase" on the reverse side of the Warrant Certificate completed and executed as indicated, accompanied by payment of the exercise price (by certified or bank check payable to the order of the Company) for the number of shares with respect to which the Warrant is being exercised.
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