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Form Of Warrant Agreement

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Sectors: Computer Hardware
Effective Date: July 13, 2004
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EXHIBIT 4.3


Form Of Warrant Agreement


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE OR SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE.


EXERCISABLE ON OR BEFORE
5:30 P.M., MIAMI TIME, JULY 13, 2004


No. W- Warrant to Purchase 57,390 Shares
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WARRANT CERTIFICATE
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This Warrant Certificate certifies that Newbridge Securities Corporation, or registered assigns, is the registered holder of a warrant to purchase, at any time from the date hereof until 5:30 p.m., Miami time, on July 13, 2004 ("Expiration Date"), 57,390 fully paid and nonassessable shares of common stock, $.001 par value ("Common Stock") of ADVANCED ELECTRONIC SUPPORT PRODUCTS, INC., a Florida corporation (the "Company"), at the initial exercise price, subject to adjustment in certain events (the "Exercise Price"), of $2.20 per share of Common Stock upon surrender of (i) this Warrant Certificate, (ii) a completed election to purchase in the form attached hereto, and (iii) payment of the Exercise Price at an office or agency of the Company. Payment of the Exercise Price shall be made by certified or official bank check in New York Clearing House funds payable to the order of the Company.


No Warrant may be exercised after 5:30 p.m., Miami time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, shall thereafter be void.


The warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Selling Agent Agreement, dated as of June 29, 2001, between the Company and Newbridge Securities Corporation (the "Selling Agent Agreement") which Selling Agent Agreement is hereby incorporated by reference in and made a part of this instrument.


Upon the occurrence of certain events concerning the outstanding shares of the Company's common stock (such as, by way of example and not limitation, the subdivision, combination, or reclassification of the outstanding shares of the Company's common stock), the Exercise Price and the type and/or number of the Company's securities issuable thereupon may be adjusted. In such event, the Company will, at the request of the holder (the words "holders" or "holder" meaning the registered holders or registered holder), issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair the rights of the holder as set forth in the Selling Agent Agreement.


In lieu of cash payment, the holder of the Warrants evidenced by this Certificate shall have the right at any time to exercise the Warrants in whole or in part by surrendering the Warrant Certificate to the Company ("Cashless Exercise") in exchange for the number of shares of common stock of the Company equal to (i) the number of shares as to which the Warrants are being exercised multiplied by (ii) a fraction, the numerator of which is the Market Price (as defined below) of the Common Stock less the Exercise Price, and the denominator of which is such Market Price. For purposes of this calculation, Market Price shall be calculated either (i) on the date which the form of ele
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