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EXHIBIT 4.3.1
DECRANE HOLDINGS CO.
CLASS B WARRANT FOR THE PURCHASE OF SHARES OF
COMMON STOCK OF DECRANE HOLDINGS CO.
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NO. CLASS B WARRANT
TO PURCHASE SHARES
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD
EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS ALSO SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER, VOTING AND OTHER MATTERS AS SET
FORTH IN THE INVESTORS' AGREEMENT (AS HEREIN DEFINED), COPIES OF WHICH
MAY BE OBTAINED UPON REQUEST FROM THE COMPANY.
FOR VALUE RECEIVED, DECRANE HOLDINGS CO., a Delaware corporation (the
"COMPANY"), hereby certifies that , its successor or permitted assigns (the
"HOLDER"), is entitled, subject to the provisions of this Class B Warrant, to
purchase from the Company, at the times specified herein, [ ] fully paid and
non-assessable shares of common stock of the Company, par value $ 0.01 per share
(the "WARRANT SHARES"), at a purchase price per share equal to the Exercise
Price (as hereinafter defined). The number of Warrant Shares to be received upon
the exercise of this Class B Warrant and the price to be paid for a Warrant
Share are subject to adjustment from time to time as hereinafter set forth.
A. DEFINITIONS.
(1) The following terms, as used herein, have the following
meanings:
"AFFILIATE" shall have the meaning given to such term in Rule
12b-2 promulgated under the Securities and Exchange Act of 1934, as
amended.
"BUSINESS DAY" means any day except a Saturday, Sunday or
other day on which commercial banks in the City of New York are
authorized by law to close.
"COMMON STOCK" means the Common Stock, par value $0.01 per
share, of the Company or other capital stock of the Company that is not
preferred as to liquidation or dividends or any other security for
which this Warrant may be exercised pursuant to Section I hereof after
the occurrence of any of the transactions described in such Section.
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"DULY ENDORSED" means duly endorsed in blank by the Person or
Persons in whose name a stock certificate is registered or accompanied
by a duly executed stock assignment separate from the certificate with
the signature(s) thereon guaranteed by a commercial bank or trust
company or a member of a national securities exchange or of the
National Association of Securities Dealers, Inc.
"EXERCISE PRICE" means $0.01 per Warrant Share, such Exercise
Price to be adjusted from time to time as provided herein.
"EXPIRATION DATE" means June 30, 2010 at 5:00 p.m. New York
City time.
"FAIR MARKET VALUE" means, with respect to one share of Common
Stock on any date, the Current Market Price Per Common Share as defined
in Section H(6) hereof.
"INVESTORS' AGREEMENT" means the Amended and Restated
Investors' Agreement dated as of the date hereof among the Company, DLJ
Merchant Banking Partners II, L.P., DLJ Merchant Banking Partners II-A,
L.P., DLJ Offshore Partners II, C.V., DLJ Diversified Partners, L.P.,
DLJ Diversified Partners-A, L.P., DLJ Millennium Partners, L.P., DLJ
Millennium Partners-A, L.P., DLJMB Funding II, Inc., UK Investment Plan
1997 Partners, DLJ EAB Partners, L.P., DLJ ESC II L.P., DLJ First ESC
L.P., DLJ Investment Partners, L.P., DLJ Investment Partners II, L.P.,
DLJ Investment Funding II, Inc. and certain other shareholders of the
Company.
"PERSON" means an individual, partnership, corporation,
limited liability company, association, trust, or other entity or
organization, including a government or political subdivision or an
agency or instrumentality thereof.
"PRINCIPAL HOLDERS" means, on any date, the Holders of at
least 50% of the Warrants.
"SECURITIES PURCHASE AGREEMENT" means the Securities Purchase
Agreement dated as of the date hereof by and among the Company, DeCrane
Aircraft Holdings, Inc. and the purchasers party thereto.
"TRANSFER" shall have the meaning assigned to such term in the
Investors' Agreement.
"WARRANTS" means the Class B Warrants issued to the purchasers
under the Securities Purchase Agreement.
(2) Capitalized terms used but not defined herein shall have
the meanings assigned to such terms in the Investors' Agreement.
B. EXERCISE OF WARRANT.
(1) The Holder is entitled to exercise this Warrant in whole
or in part at any time, or from time to time, until the Expiration Date or, if
such day is not a Business Day, then on the next succeeding day that shall be a
Business Day. To exercise this Warrant, the Holder shall execute and
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deliver to the Company a Warrant Exercise Notice substantially in the form
annexed hereto. No earlier than ten days after delivery of the Warrant
Exercise Notice, the Holder shall deliver to the Company this Warrant
Certificate duly executed by the Holder, together with payment of the
applicable Exercise Price; PROVIDED, HOWEVER, that in connection with a
public offering of the Common Stock, a Holder may deliver the Warrant
Exercise Notice and this Warrant Certificate to the Company simultaneously.
Upon such delivery and payment, the Holder shall be deemed to be the holder
of record of the Warrant Shares subject to such exercise, notwithstanding
that the stock transfer books of the Company shall then be closed or that
certificates representing such Warrant Shares shall not then be actually
delivered to the Holder. Notwithstanding anything herein to the contrary, in
lieu of payment in cash of the applicable Exercise Price, the Holder may
elect (i) to receive upon exercise of this Warrant, the number of Warrant
Shares reduced by a number of shares of Common Stock having the aggregate
Fair Market Value equal to the aggregate Exercise Price for the Warrant
Shares, (ii) to deliver as payment, in whole or in part of the aggregate
Exercise Price, shares of Common Stock having the aggregate Fair Market Value
equal to the applicable portion of the aggregate Exercise Price for the
Warrant Shares or (iii) to deliver as payment, in whole or in part of the
aggregate Exercise Price, such number of Warrants which, if exercised, would
result in a number of shares of Common Stock having an aggregate Fair Market
Value equal to the applicable portion of the aggregate Exercise Price for the
Warrant Shares. Notwithstanding anything to the contrary in this Section
B(1), if the aggregate Fair Market Value of the Common Stock applied or
delivered pursuant to (i), (ii) or (iii) above exceeds the aggregate Exercise
Price, in no event shall the Holder be entitled to receive any amounts from
the Company.
(2) If DeCrane Aircraft Holdings, Inc. shall have redeemed all
outstanding shares of 16% Senior Redeemable Exchangeable Preferred Stock due
2009 on or before June 30, 2001, 50% of the Warrant Shares underlying this
Warrant shall be forfeited. This Warrant shall not be exercisable for the
Warrant Shares so subject to forfeiture until June 30, 2001. In the case of such
forfeiture, the Company shall file an officers' certificate in the same manner
as provided in Section H(11) with regard to anti-dilution adjustments.
(3) The Exercise Price may be paid in cash or by certified or
official bank check or bank cashier's check payable to the order of the Company
or by any combination of such cash or check. The Company shall pay any and all
documentary, stamp or similar issue or transfer taxes payable in respect of the
issue or delivery of the Warrant Shares.
(4) If the Holder exercises this Warrant in part, this Warrant
Certificate shall be surrendered by the Holder to the Company and a new Warrant
Certificate of the same tenor and for the unexercised number of Warrant Shares
shall be executed by the Company. The Company shall register the new Warrant
Certificate in the name of the Holder or in such name or names of its transferee
pursuant to Section F hereof as may be directed in writing by the Holder and
deliver the new Warrant Certificate to the Person or Persons entitled to receive
the same.
(5) Upon surrender of this Warrant Certificate in conformity
with the foregoing provisions, the Company shall transfer to the Holder of this
Warrant Certificate appropriate evidence of ownership of the shares of Common
Stock or other securities or property (including any money) to which the Holder
is entitled, registered or otherwise placed in, or payable to the order of, the
name or
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names of the Holder or such transferee as may be directed in writing by the
Holder, and shall deliver such evidence of ownership and any other securities
or property (including any money) to the Person or Persons entitled to
receive the same, together with an amount in cash in lieu of any fraction of
a share as provided in Section E below.
C. RESTRICTIVE LEGEND. Certificates representing shares of Common Stock
issued pursuant to this Warrant shall bear a legend substantially in the form of
the legend set forth on the first page of this Warrant Certificate to the extent
that and for so long as such legend is required pursuant to the Investors'
Agreement.
D. RESERVATION OF SHARES. The Company hereby agrees that at all times
it shall reserve for issuance and delivery upon exercise of this Warrant such
number of its authorized but unissued shares of Common Stock or other securities
of the Company from time to time issuable upon exercise of this Warrant as will
be sufficient to permit the exercise in full of this Warrant. All such shares
shall be duly authorized and, when issued upon such exercise, shall be validly
issued, fully paid and non-assessable, free and clear of all liens, security
interests, charges and other encumbrances or restrictions on sale and free and
clear of all preemptive rights, except to the extent set forth in the Investors'
Agreement.
E. FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant and in lieu
of delivery of any such fractional share upon any exercise hereof, the Company
shall pay to the Holder an amount in cash equal to such fraction multiplied by
the Current Market Price Per Common Share (as defined in Section H(6)) at the
date of such exercise.
The Company further agrees that it will not change the par value of the
Common Stock from par value $0.01 per share to any higher par value which
exceeds the Exercise Price then in effect, and will reduce the par value of the
Common Stock upon any event described in Section H that (i) provides for an
increase in the number of shares of Common Stock subject to purchase upon
exercise of this Warrant, in inverse proportion to and effective at the same
time as such number of shares is increased, but only to the extent that such
increase in the number of shares, together with all other such increases after
the date hereof, causes the aggregate Exercise Price of all Warrants (without
giving effect to any exercise thereof) to be greater than $1,393.57 or (ii)
would, but for this provision, reduce the Exercise Price below the par value of
the Common Stock.
F. EXCHANGE, TRANSFER OR ASSIGNMENT OF WARRANT.
(1) This Warrant and the Warrant Shares are subject to the
provisions of the Investors' Agreement, including the restrictions on transfer.
Each holder of this Warrant Certificate by holding the same, consents and agrees
that the registered holder hereof may be treated by the Company and all other
persons dealing with this Warrant Certificate as the absolute owner hereof for
any purpose and as the person entitled to exercise the rights represented
hereby. The Holder, by its acceptance of this Warrant, will be subject to the
provisions of, and will have the benefits of, the Investors' Agreement to the
extent set forth therein, including the transfer restrictions and the
registration rights included therein.
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(2) Subject to compliance with the transfer restrictions set
forth in the Investors' Agreement, upon surrender of this Warrant to the
Company, together with the attached Warrant Assignment Form duly executed, the
Company shall, without charge, execute and deliver a new Warrant in the name of
the assignee or assignees named in such instrument of assignment and, if the
Holder's entire interest is not being assigned, in the name of the Holder and
this Warrant shall promptly be canceled.
G. LOSS OR DESTRUCTION OF WARRANT. Upon receipt by the Company of
evidence satisfactory to it (in the exercise of its reasonable discretion) of
the loss, theft, destruction or mutilation of this Warrant Certificate, and (in
the case of loss, theft or destruction) of reasonably satisfactory
indemnification, and upon surrender and cancellation of this Warrant
Certificate, if mutilated, the Company shall execute and deliver a new Warrant
Certificate of like tenor and date.
H. ANTI-DILUTION PROVISIONS. The Exercise Price of this Warrant and the
number of shares of Common Stock for which this Warrant may be exercised shall
be subject to adjustment from time to time upon the occurrence of certain events
as provided in this Section H; PROVIDED that notwithstanding anything to the
contrary contained herein, the Exercise Price shall not be less than the par
value of the Common Stock, as such par value may be reduced from time to time in
accordance with Section E.
(1) In case the Company shall at any time after the date
hereof (i) declare a dividend or make a distribution on Common Stock payable in
Common Stock, (ii) subdivide or split the outstanding Common Stock, (iii)
combine or reclassify the outstanding Common Stock into a smaller number of
shares, or (iv) issue any shares of its capital stock in a reclassification of
Common Stock (including any such reclassification in connection with a
consolidation or merger in which the Company is the surviving corporation), the
Exercise Price in effect at the time of the record date for such dividend or
distribution or of the effective date of such subdivision, split, combination or
reclassification shall be proportionately adjusted so that, after giving effect
to Section H(9), the exercise of this Warrant after such time shall entitle the
holder to receive the aggregate number of shares of Common Stock or other
securities of the Company (or shares of any security into which such shares of
Common Stock have been reclassified pursuant to clause (iii) or (iv) above)
which, if this Warrant had been exercised immediately prior to such time, such
holder would have owned upon such exercise and been entitled to receive by
virtue of such dividend, distribution, subdivision, split, combination or
reclassification. Such adjustment shall be made successively whenever any event
listed above shall occur.
(2) In case the Company shall issue or sell any Common Stock
(other than Common Stock issued (I) upon exercise of the Warrants, (II) upon
exercise of any of the warrants to purchase an aggregate of 150,000 shares and
155,000 shares of Common Stock issued by the Corporation on August 28, 1999 and
October 5, 1998, respectively, and upon exercise of any options to purchase an
aggregate of 44,612 shares of Common Stock issued on July 30, 1999
(collectively, the "OUTSTANDING WARRANTS AND OPTIONS"), (III) pursuant to the
exercise of any option issued pursuant to any Common Stock related employee
compensation plan of the Company approved by the Board of Directors to the
extent that the exercise price for such option is greater than or equal to the
Current Market Price Per Common Share at the time such option was granted, or
(IV) upon exercise or conversion of
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any security the issuance of which caused an adjustment under Section H(3) or
H(4) hereof), the Exercise Price to be in effect after such issuance or sale
shall be determined by multiplying the Exercise Price in effect immediately
prior to such issuance or sale by a fraction, the numerator of which shall be
the sum of (x) the number of shares of Common Stock outstanding immediately
prior to the time of such issuance or sale multiplied by the Current Market
Price Per Common Share immediately prior to such issuance or sale and (y) the
aggregate consideration, if any, to be received by the Company upon such
issuance or sale, and the denominator of which shall be the product of the
aggregate number of shares of Common Stock outstanding immediately after such
issuance or sale and the Current Market Price Per Common Share immediately
prior to such issuance or sale but in no event will such fraction exceed 1.
In case any portion of the consideration to be received by the Company shall
be in a form other than cash, the fair market value of such noncash
consideration shall be utilized in the foregoing computation. Such fair
market value shall be determined by the Board of Directors of the Company;
PROVIDED that if the Principal Holders shall object to any such
determination, the Board of Directors shall retain an independent appraiser
reasonably satisfactory to the Principal Holders to determine such fair
market value. The Holder shall be notified promptly of any consideration
other than cash to be received by the Company and furnished with a
description of the consideration and the fair market value thereof, as
determined by the Board of Directors.
(3) In case the Company shall fix a record date for the
issuance of rights, options or warrants to the holders of its Common Stock or
other securities entitling such holders to subscribe for or purchase for a
period expiring within 60 days of such record date shares of Common Stock (or
securities convertible into shares of Common Stock) at a price per share of
Common Stock (or having a conversion price per share of Common Stock, if a
security convertible into shares of Common Stock) less than the Current Market
Price Per Common Share on such record date, the maximum number of shares of
Common Stock issuable upon exercise of such rights, options or warrants (or
conversion of such convertible securities) shall be deemed to have been issued
and outstanding as of such record date and the Exercise Price shall be adjusted
pursuant to Section H(2) hereof, as though such maximum number of shares of
Common Stock had been so issued for an aggregate consideration payable by the
holders of such rights, options, warrants or convertible securities prior to
their receipt of such shares of Common Stock. In case any portion of such
consideration shall be in a form other than cash, the fair market value of such
noncash consideration shall be determined as set forth in Section H(2) hereof.
Such adjustment shall be made successively whenever such record date is fixed;
and in the event (i) that such rights, options or warrants are not so issued or
expire unexercised, or (ii) of a change in the number of shares of Common Stock
to which the holders of such rights, options or warrants are entitled (other
than pursuant to adjustment provisions therein which are no more favorable in
their entirety than those contained in this Section H), the Exercise Price shall
again be adjusted to be the Exercise Price which would then be in effect in the
case of clause (i), if such record date had not been fixed, or in the case of
clause (ii), if such holders had initially been entitled to such changed number
of shares of Common Stock.
(4) In case the Company shall sell or issue rights, options
(other than options issued pursuant to a plan described in clause (III) of
Section H(2)) or warrants entitling the holders thereof to subscribe for or
purchase Common Stock (or securities convertible into shares of Common Stock)
(other than the Outstanding Warrants and Options) or shall issue convertible
securities, and the price per share of Common Stock of such rights, options,
warrants or convertible securities
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(including, in the case of rights, options or warrants, the price at which
they may be exercised) is less than the Current Market Price Per Common
Share, the maximum number of shares of Common Stock issuable upon exercise of
such rights, options or warrants or upon conversion of such convertible
securities shall be deemed to have been issued and outstanding as of the date
of such sale or issuance, and the Exercise Price shall be adjusted pursuant
to Section H(2) hereof as though such maximum number of shares of Common
Stock had been so issued for an aggregate consideration equal to the
aggregate consideration paid for such rights, options, warrants or
convertible securities and the aggregate consideration payable by the holders
of such rights, options, warrants or convertible securities prior to their
receipt of such shares of Common Stock. In case any portion of such
consideration shall be in a form other than cash, the fair market value of
such noncash consideration shall be determined as set forth in Section H(2)
hereof. Such adjustment shall be made successively whenever such rights,
options, warrants or convertible securities are issued; and in the event (i)
that such rights, options or warrants expire unexercised, or (ii) of a change
in the number of shares of Common Stock to which the holders of such rights,
options, warrants or convertible securities are entitled (other than pursuant
to adjustment provisions therein which are no more favorable in their
entirety than those contained in this Section H), the Exercise Price shall
again be adjusted to be the Exercise Price which would then be in effect in
the case of clause (i), if such rights, options, warrants or convertible
securities had not been issued, or in the case of clause (ii), if such
holders had initially been entitled to such changed number of shares of
Common Stock. No adjustment of the Exercise Price shall be made pursuant to
this Section H(4) to the extent that the Exercise Price shall have been
adjusted pursuant to Section H(3) upon the setting of any record date
relating to such rights, options, warrants or convertible securities and such
adjustment fully reflects the number of shares of Common Stock to which the
holders of such rights, options, warrants or convertible securities are
entitled and the price payable therefor.
(5) In case the Company shall fix a record date for the making
of a distribution to holders of Common Stock (including any such distribution
made in connection with a consolidation or merger in which the Company is the
surviving corporation) of evidences of indebtedness, cash, assets or other
property (other than dividends payable in Common Stock or rights, options or
warrants referred to in, and for which an adjustment is made pursuant to,
Section H(3) hereof), the Exercise Price to be in effect after such record date
shall be determined by multiplying the Exercise Price in effect immediately
prior to such record date by a fraction, the numerator of which shall be the
Current Market Price Per Common Share on such record date, less the fair market
value (determined as set forth in Section H(2) hereof) of the portion of the
assets, cash, other property or evidence of indebtedness so to be distributed
which is applicable to one share of Common Stock, and the denominator of which
shall be such Current Market Price Per Common Share. Such adjustments shall be
made successively whenever such a record date is fixed; and in the event that
such distribution is not so made, the Exercise Price shall again be adjusted to
be the Exercise Price which would then be in effect if such record date had not
been fixed.
(6) For the purpose of any computation under Section E or
Section H(2), (3), (4) or (5) hereof, on any determination date, the "CURRENT
MARKET PRICE PER COMMON SHARE" shall be deemed to be the average (weighted by
daily trading volume) of the Daily Prices (as defined below) per share of the
Common Stock for the 20 consecutive trading days ending three days prior to such
date. "DAILY PRICE" means (1) if the shares of Common Stock then are listed and
traded on the New York Stock Exchange, Inc. ("NYSE"), the closing price on such
day as reported on the NYSE Composite
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Transactions Tape; (2) if the shares of Common Stock then are not listed and
traded on the NYSE, the closing price on such day as reported by the
principal national securities exchange on which the shares are listed and
traded; (3) if the shares of Common Stock then are not listed and traded on
any such securities exchange, the last reported sale price on such day on the
National Market of the National Association of Securities Dealers, Inc.
Automated Quotation System ("NASDAQ"); (4) if the shares of Common Stock then
are not listed and traded on any such securities exchange and not traded on
the NASDAQ National Market, the average of the highest reported bid and
lowest reported asked price on such day as reported by NASDAQ; or (5) if such
shares are not listed and traded on any such securities exchange, not traded
on the NASDAQ National Market and bid and asked prices are not reported by
NASDAQ, then the average of the closing bid and asked prices, as reported by
The Wall Street Journal for the over-the-counter market. If on any
determination date the shares of Common Stock are not quoted by any such
organization, the Current Market Price Per Common Share shall be the fair
market value of such shares on such determination date as determined by the
Board of Directors, without regard to considerations of the lack of
liquidity, applicable regulatory restrictions or any of the transfer
restrictions or other obligations imposed on such shares set forth in the
Investors' Agreement. If the Principal Holders shall object to any
determination by the Board of Directors of the Current Market Price Per
Common Share, the Current Market Price Per Common Share shall be the fair
market value per share of Common Stock as determined by an independent
appraiser retained by the Company at its expense and reasonably acceptable to
the Principal Holders. For purposes of any computation under this Section H,
the number of shares of Common Stock outstanding at any given time shall not
include shares owned or held by or for the account of the Company or its
subsidiaries.
(7) No adjustment in the Exercise Price shall be required
unless such adjustment would require an increase or decrease of at least one
percent in such price; PROVIDED that any adjustments which by reason of this
Section H(7) are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under this Section H
shall be made to the nearest one tenth of a cent or to the nearest hundredth of
a share, as the case may be.
(8) In the event that, at any time as a result of the
provisions of this Section H, the holder of this Warrant upon subsequent
exercise shall become entitled to receive any shares of capital stock or other
securities of the Company other than Common Stock, the number of such other
shares so receivable upon exercise of this Warrant shall thereafter be subject
to adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions contained herein.
(9) Upon each adjustment of the Exercise Price as a result of
the calculations made in Sections H(1), (2), (3), (4) or (5) hereof, the number
of shares for which this Warrant is exercisable immediately prior to the making
of such adjustment shall thereafter evidence the right to purchase, at the
adjusted Exercise Price, that number of shares of Common Stock obtained by (i)
multiplying the number of shares covered by this Warrant immediately prior to
this adjustment of the number of shares by the Exercise Price in effect
immediately prior to such adjustment of the Exercise Price and (ii) dividing the
product so obtained by the Exercise Price in effect immediately after such
adjustment of the Exercise Price.
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(10) The Company shall notify all Holders of the fixing of a
record date for the purpose of payment of a cash dividend to holders of Common
Stock as soon as reasonably practicable, but in no event less than 20 days prior
to any such record date.
(11) Not less than 10 nor more than 30 days prior to the
record date or effective date, as the case may be, of any action which requires
or might require an adjustment or readjustment pursuant to this Section H, the
Company shall forthwith file in the custody of the secretary or any assistant
secretary at its principal executive office and with its stock transfer agent or
its warrant agent, if any, an officers' certificate showing the adjusted
Exercise Price determined as herein provided, setting forth in reasonable detail
the facts requiring such adjustment and the manner of computing such adjustment.
Each such officers' certificate shall be signed by the chairman, president or
chief financial officer of the Company and by the secretary or any assistant
secretary of the Company. Each such officers' certificate shall be made
available at all reasonable times for inspection by the Holder or any holder of
a Warrant executed and delivered pursuant to Section H and the Company shall,
forthwith after each such adjustment, mail a copy, by first-class mail, of such
certificate to the Holder.
(12) The Holder shall, at its option, be entitled to receive,
in lieu of the adjustment pursuant to Section H(5) otherwise required thereof,
on the date of exercise of the Warrants, the evidences of indebtedness, other
securities, cash, property or other assets which such Holder would have been
entitled to receive if it had exercised its Warrants for shares of Common Stock
immediately prior to the record date with respect to such distribution. The
Holder may exercise its option under this Section H(12) by delivering to the
Company a written notice of such exercise within seven days of its receipt of
the certificate of adjustment required pursuant to Section H(11) to be delivered
by the Company in connection with such distribution.
I. CONSOLIDATION, MERGER, OR SALE OF ASSETS. In case of any
consolidation of the Company with, or merger of the Company into, any other
Person, any merger of another Person into the Company (other than a merger which
does not result in any reclassification, conversion, exchange or cancellation of
outstanding shares of Common Stock) or any sale or transfer of all or
substantially all of the assets of the Company or of the Person formed by such
consolidation or resulting from such merger or which acquires such assets, as
the case may be, the Holder shall have the right thereafter to exercise this
Warrant for the kind and amount of securities, cash and other property
receivable upon such consolidation, merger, sale or transfer by a holder of the
number of shares of Common Stock for which this Warrant may have been exercised
immediately prior to such consolidation, merger, sale or transfer, assuming (i)
such holder of Common Stock is not a Person with which the Company consolidated
or into which the Company merged or which merged into the Company or to which
such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an
Affiliate of a constituent Person and (ii) in the case of a consolidation,
merger, sale or transfer which includes an election as to the consideration to
be received by the holders, such holder of Common Stock failed to exercise its
rights of election, as to the kind or amount of securities, cash and other
property receivable upon such consolidation, merger, sale or transfer (PROVIDED
that if the kind or amount of securities, cash and other property receivable
upon such consolidation, merger, sale or transfer is not the same for each share
of Common Stock held immediately prior to such consolidation, merger, sale or
transfer by other than a constituent Person or an Affiliate thereof and in
respect of which such rights of election shall not have been exercised
("NON-ELECTING SHARE"), then for the purpose of this Section I the kind and
amount of
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securities, cash and other property receivable upon such consolidation,
merger, sale or transfer by each non-electing share shall be deemed to be the
kind and amount so receivable per share by a plurality of the non-electing
shares). Adjustments for events subsequent to the effective date of such a
consolidation, merger and sale of assets shall be as nearly equivalent as may
be practicable to the adjustments provided for in this Warrant. In any such
event, effective provisions shall be made in the certificate or articles of
incorporation of the resulting or surviving corporation, in any contract of
sale, conveyance, lease or transfer, or otherwise so that the provisions set
forth herein for the protection of the rights of the Holder shall thereafter
continue to be applicable; and any such resulting or surviving corporation
shall expressly assume the obligation to deliver, upon exercise, such shares
of stock, other securities, cash and property. The provisions of this Section
I shall similarly apply to successive consolidations, mergers, sales, leases
or transfers.
J. NOTICES. Any notice, demand or delivery authorized by this Warrant
Certificate shall be in writing and shall be given to the Holder or the Company
as the case may be, at its address (or telecopier number) set forth below, or
such other address (or telecopier number) as shall have been furnished to the
party giving or making such notice, demand or delivery:
If to the Company: DeCrane Holdings Co.
2361 Rosecrans Avenue
Suite 180
El Segundo, California 90245
Telecopy: 310-643-0746
Attention: R. Jack DeCrane
with a copy to: Morgan, Lewis & Bockius LLP
300 South Grand Avenue
Twenty-Second Floor
Los Angeles, California 90071
Telecopy: (213) 612-2554
Attention: Peter Wallace, Esq.
If to the Holder: At the address specified by the
Holder in the Securities Purchase
Agreement.
Each such notice, demand or delivery shall be effective (i) if given by
telecopy, when such telecopy is transmitted to the telecopy number specified
herein and the intended recipient confirms the receipt of such telecopy or (ii)
if given by any other means, when received at the address specified herein.
K. RIGHTS OF THE HOLDER. Prior to the exercise of any Warrant, the
Holder shall not, by virtue hereof, be entitled to any rights of a shareholder
of the Company, including, without limitation, the right to vote, to receive
dividends or other distributions or to receive any notice of meetings of
shareholders or any notice of any proceedings of the Company except as may be
specifically provided for herein.
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-10-
L. GOVERNING LAW. THIS WARRANT CERTIFICATE AND ALL RIGHTS ARISING
HEREUNDER SHALL BE CONSTRUED AND DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS
OF THE STATE OF NEW YORK, AND THE PERFORMANCE THEREOF SHALL BE GOVERNED AND
ENFORCED IN ACCORDANCE WITH SUCH LAWS.
M. AMENDMENTS; WAIVERS. Any provision of this Warrant Certificate may
be amended or waived if, and only if, such amendment or waiver is in writing and
signed, in the case of an amendment, by the Holder and the Company, or in the
case of a waiver, by the party against whom the waiver is to be effective. No
failure or delay by either party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies herein provided
shall be cumulative and not exclusive of any rights or remedies provided by law.
<PAGE>
S-1
IN WITNESS WHEREOF, the Company has duly caused this Warrant
Certificate to be signed by its duly authorized officer and to be dated as of
June 30, 2000.
DECRANE HOLDINGS CO.
By:
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Name:
Title:
Attest:
By:
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Name:
Title:
