Warrant to Purchase Common Stock - Opinion Research Corp. and LLR Equity Partners LP
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT
IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SAID ACT AND ALL OTHER APPLICABLE
SECURITIES LAWS OR ANY OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.
No. W-1 Warrant to Purchase up to 672,274
Date September 1, 2000 Shares of Common Stock
(subject to adjustment)
WARRANT TO PURCHASE COMMON STOCK
OF
OPINION RESEARCH CORPORATION
Void after September 1, 2010
This certifies that, for value received, LLR Equity Partners, L.P. or its
registered assigns (the "Holder") is entitled, subject to the terms and
conditions set forth below, to purchase from Opinion Research Corporation, a
Delaware corporation (the "Company"), 672,274 shares of common stock (or such
other number of shares of common stock as may be determined in accordance with
Section 2 hereof), par value $.01 per share, of the Company (the "Common
Stock"), as constituted on the date hereof (the "Warrant Issue Date"), upon
surrender hereof, at the principal office of the Company referred to below, with
the subscription form attached hereto duly executed, and simultaneous payment
therefor in lawful money of the United States or otherwise as hereinafter
provided, at the Exercise Price as set forth in Section 2 below. The number,
character and Exercise Price of such shares of Common Stock are subject to
adjustment as provided below. The term "Warrant" as used herein shall include
this Warrant, which is issued for the Common Stock of the Company, and any
warrants delivered in substitution or exchange therefor as provided herein.
This Warrant is issued in connection with the transactions described in
Section 1 of the Purchase Agreement by and among the Company, LLR Equity
Partners, L.P. and LLR Equity Partners Parallel, L.P dated as of September 1,
2000 (the "Purchase Agreement"). The Holder of this Warrant is subject to
certain restrictions set forth in the Purchase Agreement and shall be entitled
to certain rights and privileges set forth in the Purchase Agreement. This
Warrant is one of the Warrants referred to as the "Warrants" in the Purchase
Agreement.
1. Term of Warrant. Subject to the terms and conditions set forth herein,
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this Warrant shall be exercisable, in whole or in part, during the term (the
"Term") commencing at
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9:00 a.m., Philadelphia, Pennsylvania time, on the date hereof and ending at
5:00 p.m., Philadelphia, Pennsylvania time, on September 1, 2010, and shall be
void thereafter.
2. Exercise Price and Number of Shares. The "Exercise Price" at which
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this Warrant may be exercised shall be $12.00 per share of Common Stock. The
Exercise Price and the number of shares that this Warrant shall represent are
subject to adjustment from time to time pursuant to Section 11 hereof.
3. Exercise of Warrant.
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(a) Manner of Exercise. The purchase rights represented by this
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Warrant are exercisable by the Holder in whole or in part, at any time, or from
time to time, during the term hereof as described in Section 1 above, by the
surrender of this Warrant and the Notice of Exercise annexed hereto duly
completed and executed on behalf of the Holder, at the office of the Company (or
such other office or agency of the Company as it may designate by notice in
writing to the Holder at the address of the Holder appearing on the books of the
Company), upon payment (i) in cash or by check acceptable to the Company, (ii)
by cancellation by the Holder of indebtedness of the Company to the Holder, or
(iii) by a combination of (i) and (ii), of the purchase price of the shares to
be purchased.
(b) Time of Exercise. This Warrant shall be deemed to have been
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exercised immediately prior to the close of business on the date of its
surrender for exercise as provided above, and the person entitled to receive the
shares of Common Stock issuable upon such exercise shall be treated for all
purposes as the holder of record of such shares as of the close of business on
such date. As promptly as practicable on or after such date and in any event
within 10 days thereafter, the Company, at its expense, will issue and deliver
to the person or persons entitled to receive the same a certificate or
certificates for the number of shares issuable upon such exercise. In the event
that this Warrant is exercised in part, the Company, at its expense, shall
execute and deliver a new warrant of like tenor exercisable for the number of
shares for which this Warrant may then be exercised.
(c) Net Issue Exercise. Notwithstanding any provisions herein to the
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contrary, if the fair market value of one share of Common Stock is greater than
the Exercise Price (at the date of calculation as set forth below), in lieu of
exercising this Warrant for cash, the Holder may elect to receive shares equal
to the value (as determined below) of this Warrant (or the portion thereof being
canceled) by surrender of this Warrant at the principal office of the Company
together with the properly endorsed Notice of Exercise and notice of such
election 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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Y (A-B)
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X = A
X = the number of shares of Common Stock to be issued to
the Holder
Y = 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
canceled (at the date of such calculation)
A = the fair market value of one share of the Company's
Common Stock (at the date of such calculation)
B = Exercise Price (as adjusted to the date of such
calculation)
For purposes of the above calculation, the fair market value of a share of
Common Stock for purposes of this Warrant (the "Fair Market Value") shall be
determined as follows:
(i) If the Company's Common Stock (or any other Common Stock
having the same economic rights) is listed on a national securities exchange or
admitted to unlisted trading privileges on such an exchange or, if not so listed
or admitted to unlisted trading privileges, listed on the National Market System
("NMS") of the National Association of Securities Dealers Automated Quotation
System ("NASDAQ"), the Fair Market Value shall be the last reported sale price
of the Common Stock on such exchange or on the NMS on the last Business Day
prior to the date of exercise of this Warrant or if no such sale is made on such
day, the mean of the closing bid and asked prices for such day on such exchange
or on the NMS; or
(ii) If the Common Stock (or any other Common Stock having the
same economic rights) is not listed on a national securities exchange or on the
NMS or admitted to unlisted trading privileges on a national securities
exchange, the Fair Market Value shall be the mean of the last bid and asked
prices reported on the last Business Day prior to the date of the exercise of
this Warrant (A) by NASDAQ or (B) if reports are unavailable under clause (i)
above by the National Quotation Bureau Incorporated; or
(iii) If the Common Stock (or any other Common Stock having the
same economic rights) is not so listed or admitted to unlisted trading
privileges and bid and asked prices are not so reported, the Fair Market Value
shall be an amount determined in good faith to be the fair market value of a
share of Common Stock (without taking into account any minority discount) in
such reasonable manner as may be prescribed by the Board of Directors of the
Company, based on the fair market enterprise value of the Company and its
subsidiaries, if any, taken as a whole, net of all debt and other senior
securities, and shall be determined in accordance with the following procedures:
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(A) The Company shall promptly notify the Holder of such fair market
value determination by its Board of Directors and shall send the Holder data
forming the basis of the valuation, together with an explanation thereof.
(B) The Holder shall have 15 Business Days after receipt of notice of
such determination in which to consult with the Company and request further
information.
(C) At the end of any consulting period, the Holder may by notice in
writing (the "Appraisal Notice") request an independent appraisal. In the event
that the Holder requests an independent appraisal, the appraiser shall be a
nationally recognized independent investment bank jointly appointed by the
Company and the Holder. If the Holder and the Company are unable to agree upon
the selection of a nationally recognized independent investment banker within 20
days after delivery of the Appraisal Notice, the Holder and the Company shall,
within 20 days after delivery of the Appraisal Notice, each select a nationally
recognized independent investment banker who shall select a third nationally
recognized independent investment banker to determine the fair market value,
which third investment banker's valuation shall be final and binding upon the
Holder and the Company with respect to the determination of the Fair Market
Value. The cost and expenses of any appraiser or investment banker shall be
borne by the Company. The Holder shall have the right and be given the
opportunity to participate in the appraiser's valuation process. The Company
shall use its reasonable best efforts, and the Holder shall cooperate, to cause
the determination of the appraiser to be made within 15 Business Days of its
appointment. The determination of the appraiser shall be final and binding on
the parties.
For purposes of this Agreement, "Business Day" means any day except a Saturday,
Sunday or other day on which commercial banks in the City of Philadelphia,
Pennsylvania are authorized or required by law to close.
(d) Par Value. The Company shall not close its books against the
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transfer of this Warrant or of any share of Common Stock issued or issuable upon
the exercise of this Warrant in any manner which interferes with the timely
exercise of this Warrant. If the par value per share of the unissued Common
Stock acquirable upon exercise of this Warrant is at any time greater than the
Exercise Price then in effect, the Purchaser may elect (but shall not be
obligated) to purchase shares of Common Stock hereunder at par value, and the
Company shall be obligated to reimburse the Purchaser for the aggregate amount
of consideration paid in connection with such exercise in excess of the
Aggregate Exercise Price.
(e) Filings. The Company shall assist and cooperate with any Holder
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required to make any governmental filings or obtain any governmental approvals
prior to or in connection with any exercise of this Warrant (including, without
limitation, making any filings required to be made by the Company).
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(f) Public Offering. Notwithstanding any other provision hereof, if
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an exercise of any portion of this Warrant is to be made in connection with a
registered public offering, sale of the Company or other transaction involving
the Company, the exercise of any portion of this Warrant may, at the election of
the Holder, be conditioned upon the consummation of the public offering, sale of
the Company or other transaction, in which case such exercise shall not be
deemed to be effective until the consummation of such public offering, sale of
the Company, or other transaction respectively.
(g) Listing. The Company shall take all such reasonable actions as
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may be necessary to assure that all such shares of Common Stock may be so issued
without violation of any applicable law or governmental regulation or any
requirements of any domestic securities exchange upon which shares of Common
Stock may be listed (except for official notice of issuance which shall be
immediately delivered by the Company upon each such issuance). The Company will
use its reasonable best efforts to cause the shares of Common Stock to be issued
upon such exercise, to be listed on any domestic securities exchange upon which
shares of Common Stock are listed at the time of such exercise. The Company
shall not take any action which would cause the number of authorized but
unissued shares of Common Stock to be less than the number of such shares
required to be reserved hereunder for issuance upon exercise of the Warrant.
4. No Fractional Shares or Scrip. No fractional shares or scrip
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representing fractional shares shall be issued upon the exercise of this
Warrant. In lieu of any fractional share to which the Holder would otherwise be
entitled, the Company shall make a cash payment equal to the Exercise Price
multiplied by such fraction.
5. Replacement of Warrant. On receipt of evidence reasonably
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satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of loss, theft or destruction, on delivery of an
indemnity agreement reasonably satisfactory in form and substance to the Company
or, in the case of mutilation, on surrender and cancellation of this Warrant,
the Company at its expense shall execute and deliver, in lieu of this Warrant, a
new warrant of like tenor and amount.
6. Rights of Stockholders. Subject to Sections 9 and 11 of this Warrant,
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the Holder shall not be entitled to vote or receive dividends or be deemed the
holder of Common Stock or any other securities of the Company that may at any
time be issuable on the exercise hereof for any purpose, nor shall anything
contained herein be construed to confer upon the Holder, as such, any of the
rights of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock, change of par
value, or change of stock to no par value, consolidation, merger, conveyance, or
otherwise) or to receive notice of meetings, or to receive dividends or
subscription rights or otherwise until the Warrant shall have been exercised as
provided herein.
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7. Transfer of Warrant.
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(a) Warrant Register. The Company will maintain a register (the
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"Warrant Register") containing the names and addresses of the Holder or Holders.
Any Holder of this Warrant or any portion thereof may change his address as
shown on the Warrant Register by written notice to the Company requesting such
change. Any notice or written communication required or permitted to be given
to the Holder may be delivered or given by mail to such Holder as shown on the
Warrant Register and at the address shown on the Warrant Register. Until this
Warrant is transferred on the Warrant Register of the Company, the Company may
treat the Holder as shown on the Warrant Register as the absolute owner of this
Warrant for all purposes, notwithstanding any notice to the contrary.
(b) Warrant Agent. The Company may, by written notice to the Holder,
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appoint an agent for the purpose of maintaining the Warrant Register referred to
in Section 7(a) above, issuing the Common Stock or other securities then
issuable upon the exercise of this Warrant, exchanging this Warrant, replacing
this Warrant, or any or all of the foregoing. Thereafter, any such
registration, issuance, exchange, or replacement, as the case may be, shall be
made at the office of such agent.
(c) Transferability and Nonnegotiability of Warrant. This Warrant may
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not be transferred or assigned in whole or in part without compliance with all
applicable federal and state securities laws by the transferor and the
transferee (including the delivery of investment representation letters and
legal opinions reasonably satisfactory to the Company, if such are requested by
the Company). Subject to the provisions of this Warrant with respect to
compliance with the Securities Act of 1933, as amended (the "Act") and subject
to Sections 3 and 7 of the Purchase Agreement, title to this Warrant may be
transferred by endorsement (by the Holder executing the Assignment Form annexed
hereto) and delivery in the same manner as a negotiable instrument transferable
by endorsement and delivery.
(d) Exchange of Warrant Upon a Transfer. On surrender of this Warrant
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for exchange, properly endorsed on the Assignment Form and subject to the
provisions of this Warrant with respect to compliance with the Act and with the
limitations on assignments and transfers contained in this Section 7 and
Sections 3 and 7 of the Purchase Agreement, the Company at its expense shall
issue to or on the order of the Holder a new warrant or warrants of like tenor,
in the name of the Holder or as the Holder (on payment by the Holder of any
applicable transfer taxes) may direct, for the number of shares issuable upon
exercise hereof.
(e) Restrictions on Transfer. The Holder of this Warrant by
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acceptance hereof agrees that the transfer of this Warrant and the shares of
Common Stock issuable upon the exercise of all or any portion of this Warrant
(the "Securities") are subject to the provisions of Sections 3 and 7 of the
Purchase Agreement, which include restrictions on transfer of the Securities;
and this Warrant and the Securities shall be entitled to all rights and benefits
accorded
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thereto in the Purchase Agreement, and the applicable provisions of the Purchase
Agreement are hereby incorporated herein by reference.
8. Reservation of Stock. The Company covenants that during the term this
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Warrant is exercisable, the Company will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the issuance
of Common Stock upon the exercise of this Warrant and, from time to time, will
take all steps necessary to amend its certificate of incorporation (the
"Certificate") to provide sufficient reserves of shares of Common Stock issuable
upon exercise of the Warrant. The Company further covenants that all shares
that may be issued upon the exercise of rights represented by this Warrant and
payment of the Exercise Price, all as set forth herein, will be free from all
taxes, liens and charges in respect of the issue thereof (other than taxes in
respect of any transfer occurring contemporaneously or otherwise specified
herein). The Company agrees that its issuance of this Warrant shall constitute
full authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for shares of
Common Stock upon the exercise of this Warrant.
9. Notices of Certain Events.
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(a) In case:
(i) the Company shall take a record of the holders of its
Common Stock (or other stock or securities at the time receivable upon the
exercise of this Warrant) for the purpose of entitling them to receive any
dividend or other distribution, or any right to subscribe for or purchase any
shares of stock of any class or any other securities, or to receive any other
right, or
(ii) of any capital reorganization of the Company, any
reclassification of the capital stock of the Company, any consolidation or
merger of the Company with or into another corporation, or any conveyance of all
or substantially all of the assets of the Company to another corporation, or
(iii) of any voluntary dissolution, liquidation or winding-up of
the Company, then, and in each such case, the Company will mail or cause to be
mailed to the Holder or Holders a notice specifying, as the case may be, (A) the
date on which a record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such dividend,
distribution or right, or (B) the date on which such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation or
winding-up is to take place, and the time, if any is to be fixed, as of which
the holders of record of Common Stock (or such stock or securities at the time
receivable upon the exercise of this Warrant) shall be entitled to exchange
their shares of Common Stock (or such other stock or securities) for securities
or other property deliverable upon such reorganization, reclassification,
consolidation,
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merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be
mailed at least 15 days prior to the date therein specified.
(b) All such notices, advices and communications shall be deemed to
have been received (i) when delivered personally, (ii) three business days after
being mailed by first class mail, postage prepaid, or (iii) one business day
after being sent by a reputable overnight delivery service, postage or deliver
charges prepaid. Notices, advices and communications may also be given by
prepaid telegram or facsimile and shall be effective on the date transmitted if
confirmed within 24 hours thereafter by a signed original sent in the manner
provided in the preceding sentence.
10. Amendments and Waivers.
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(a) Manner of Amendment. Any term of this Warrant may be amended or
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waived upon the written consent of the Company and the holders of a majority of
the shares of Common Stock issuable upon exercise of the Warrants issued
pursuant to the Purchase Agreement. The number of shares of Common Stock
subject to the Warrant and the Exercise Price may not be amended, and the right
to exercise this Warrant may not be waived, without the written consent of the
holders of a majority of the shares of Common Stock issuable upon exercise of
the Warrants issued pursuant to the Purchase Agreement (it being agreed that an
amendment to or waiver under any of the provisions of Section 11 of this Warrant
shall not be considered an amendment of the number of shares subject to the
Warrant or the Exercise Price).
(b) No Continuing Waiver. No waivers of, or exceptions to, any term,
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condition or provision of this Warrant, in any one or more instances, shall be
deemed to be, or construed as, further or continuing waiver of any such term,
condition or provision.
11. Adjustments. The Exercise Price and the number of shares purchasable
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hereunder are subject to adjustment from time to time as follows:
(a) Issuance of Additional Stock.
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(i) If the Company shall issue any Additional Stock without
consideration or for a consideration per share less than the Exercise Price in
effect immediately prior to the issuance of such Additional Stock, the Exercise
Price in effect immediately prior to each such issuance shall forthwith be
adjusted to a price per share equal to the product obtained by multiplying the
Exercise Price in effect immediately prior to the issuance of such Additional
Stock by a fraction, (i) the numerator of which is equal to the sum of (x) the
number of shares of Common Stock outstanding immediately prior to such issuance
and (y) the quotient of the aggregate consideration received by the Company upon
such issuance, divided by the Exercise Price in effect immediately prior to the
issuance of such Additional Stock, and (ii) the denominator of which is the
total number of shares of Common Stock outstanding immediately after (and
including) such issuance.
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(ii) No adjustment of the Exercise Price shall be made in an amount
less than one cent per share, provided that any adjustments that are not
required to be made by reason of this sentence shall be carried forward and
shall be either taken into account in any subsequent adjustment made prior to
three (3) years from the date of the event giving rise to the adjustment being
carried forward, or shall be made at the end of three (3) years from the date of
the event giving rise to the adjustment being carried forward. No adjustment of
such Exercise Price pursuant to Section 11(a)(i) shall have the effect of
increasing the Exercise Price above the Exercise Price in effect immediately
prior to such adjustment.
(iii) In the case of the issuance of Common Stock for cash, the
consideration shall be deemed to be the amount of cash paid therefor before
deducting any reasonable discounts, commissions or other expenses allowed, paid
or incurred by the Company for underwriting or otherwise in connection with the
issuance and sale thereof.
(iv) In the case of the issuance of the Common Stock for a
consideration in whole or in part other than cash, the consideration other than
cash shall be deemed to be the fair value thereof as determined by the Board of
Directors irrespective of any accounting treatment.
(v) In the event Additional Stock is issued together with other
shares or securities or other assets of the Company for consideration which
covers both, the consideration allocable to the Additional Stock shall be the
proportion of such consideration so received, computed as provided in Sections
11(a) (iii) and (iv) above, as determined in good faith by the Board of
Directors.
(vi) In the case of the issuance (after September 1, 2000 (the
"Original Issue Date")) of options to purchase or rights to subscribe for Common
Stock, securities by their terms convertible into or exchangeable for Common
Stock or options to purchase or rights to subscribe for such convertible or
exchangeable securities, the following provisions shall apply for all purposes
of this Section 11(a):
(1) The aggregate maximum number of shares of Common Stock
deliverable upon exercise (assuming the satisfaction of any conditions to
exercisability, including without limitation, the passage of time, but without
taking into account potential antidilution adjustments) of such options to
purchase rights to subscribe for Common Stock shall be deemed to have been
issued at the time such options or rights were issued and for a consideration
equal to the consideration (determined in the manner provided in Sections
11(a)(iii), (iv) and (v)) if any, received by the Company upon the issuance of
such options or rights plus the minimum exercise price provided in such options
or rights (without taking into account potential antidilution adjustments) for
the Common Stock covered thereby. Notwithstanding anything to the contrary
herein, no further adjustment shall be made for the
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actual issuance of Common Stock or any payment of such consideration upon the
exercise of any such options or rights or the conversion or exchange of such
securities.
(2) The aggregate maximum number of shares of Common Stock
deliverable upon conversion of or in exchange (assuming the satisfaction of any
conditions to convertibility or exchangeability, including, without limitation,
the passage of time, but without taking into account potential antidilution
adjustments) for any such convertible or exchangeable securities or upon the
exercise of options to purchase or rights to subscribe for such convertible
exchangeable securities and subsequent conversion or exchange thereof shall be
deemed to have been issued at the time such securities were issued or such
options or rights were issued and for a consideration equal to the
consideration, if any, received by the Company for any such securities and
related options or rights (excluding any cash received on account of accrued
interest or accrued dividends), plus the minimum additional consideration, if
any, to be received by the Company (without taking into account potential
antidilution adjustments) upon the conversion or exchange of such securities or
the exercise of any related options or rights (the consideration in each case to
be determined in the manner provided in Sections 11(a)(iii), (iv) and (v)).
Notwithstanding anything to the contrary herein, no further adjustment shall be
made for the actual issuance of Common Stock or any payment of such
consideration upon the exercise of any such options or rights or the conversion
or exchange of such securities.
(3) In the event of any change in the number of shares of Common
Stock deliverable or in the consideration payable to the Company upon exercise
of such options or rights or upon conversion of or in exchange for such
convertible or exchangeable securities, including, but not limited to, a change
resulting from the antidilution provisions thereof, the Exercise Price, to the
extent in any way affected by or computed using such options, rights or
securities, shall be recomputed to reflect such change, but no further
adjustment shall be made for the actual issuance of Common Stock or any payment
of such consideration upon the exercise of any such options or rights or the
conversion or exchange of such securities.
(4) Upon the expiration of any such options or rights, the
termination of any such rights to convert or exchange or the expiration of any
options or rights related to such convertible or exchangeable securities, the
Exercise Price, to the extent in any way affected by or computed using such
options, rights or securities or options or rights related to such securities,
shall be recomputed to reflect the issuance of only the number of shares of
Common Stock (and convertible or exchangeable securities that remain in effect)
actually issued upon the exercise of such options or rights, upon the conversion
or exchange of such securities or upon the exercise of the options or rights
related to such securities.
(5) The number of shares of Common Stock deemed issued and the
consideration deemed paid therefor pursuant to Section 11(a)(vi)(1) and (2)
shall be appropriately adjusted to reflect any change, termination, or
expiration of the type described in either Section 11(a)(vi)(3) or (4).
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(vii) "Additional Stock" shall mean any shares of Common Stock
issued (or deemed to have been issued pursuant to Section 11(a)(vi)) by the
Company after the Original Issue Date other than:
(1) Common Stock issued pursuant to the events described in
Sections 11(b), (c), (d) or (e) hereof;
(2) shares of Common Stock issuable to employees, agents,
consultants, advisors or directors of the Company pursuant to stock options or
stock awards granted or to be granted, provided that the grant of such options
or awards shall have been approved by the Board of Directors;
(3) shares of Common Stock issuable pursuant to warrants
outstanding as of the Original Issue Date or any Warrants issued or to be issued
pursuant to the Purchase Agreement;
(b) Merger, Sale of Assets, etc. If at any time while this Warrant, or any
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portion thereof, is outstanding and unexpired there shall be (i) a
reorganization (other than a combination, reclassification, exchange or
subdivision of shares otherwise provided for herein), (ii) a merger or
consolidation of the Company with or into another corporation in which the
Company is not the surviving entity, or a reverse triangular merger in which the
Company is the surviving entity but the shares of the Company's capital stock
outstanding immediately prior to the merger are converted by virtue of the
merger into other property whether in the form of securities, cash or otherwise,
or (iii) a sale or transfer of the Company's properties and assets as, or
substantially as, an entirety to any other person, this Warrant shall thereafter
represent the right to acquire the number of shares of stock or other securities
which the Holder of this Warrant would have owned immediately after the
consummation of such reorganization, merger, consolidation, sale or transfer, if
the Holder of this Warrant had exercised this Warrant immediately before the
effective date of the reorganization, merger, consolidation, sale or transfer.
The foregoing provisions of this Section 11(b) shall similarly apply to
successive reorganizations, consolidations, mergers, sales and transfers and to
the stock or securities of any other corporation that are at the time receivable
upon the exercise of this Warrant. If the per share consideration payable to the
holder hereof for shares in connection with any such transaction is in a form
other than cash or marketable securities, then the value of such consideration
shall be determined in good faith by the Company's Board of Directors. In all
events, appropriate adjustment (as determined in good faith by the Company's
Board of Directors) shall be made in the application of the provisions of this
Warrant with respect to the rights and interests of the Holder after the
transaction, to the end that the provisions of this Warrant shall be applicable
after that event, as near as reasonably may be, in relation to any shares or
other property deliverable after that event upon exercise of this Warrant.
(c) Reclassification, etc. If the Company, at any time while this Warrant,
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or any portion thereof, remains outstanding and unexpired by reclassification of
securities or
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otherwise, shall change any of the securities as to which purchase rights under
this Warrant exist into the same or a different number of securities of any
other class or classes, this Warrant shall thereafter represent the right to
acquire such number and kind of securities as would have been issuable as the
result of such change with respect to the securities that were subject to the
purchase rights under this Warrant immediately prior to such reclassification or
other change and the Exercise Price therefor shall be appropriately adjusted,
all subject to further adjustment as provided in this Section 11.
(d) Split, Subdivision or Combination of Shares. If the Company at
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any time while this Warrant, or any portion thereof, remains outstanding and
unexpired shall split, subdivide or combine the securities as to which purchase
rights under this Warrant exist, into a different number of securities of the
same class, the Exercise Price for such securities shall be proportionately
decreased in the case of a split or subdivision or proportionately increased in
the case of a combination.
(e) Adjustments for Dividends in Stock or Other Securities. If while
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this Warrant, or any portion hereof, remains outstanding and unexpired the
holders of the securities as to which purchase rights under this Warrant exist
at the time shall have received, or, on or after the record date fixed for the
determination of eligible stockholders, shall have become entitled to receive,
without payment therefor, other or additional stock or other securities of the
Company by way of dividend, then and in each case, this Warrant shall represent
the right to acquire, in addition to the number of shares of the security
receivable upon exercise of this Warrant, and without payment of any additional
consideration therefor, the amount of such other or additional stock or other
securities of the Company that such holder would hold on the date of such
exercise had it been the holder of record of the security receivable upon
exercise of this Warrant on the date hereof and had thereafter, during the
period from the date hereof to and including the date of such exercise, retained
such shares and/or all other additional stock available to it as aforesaid
during such period, giving effect to all adjustments called for during such
period by the provisions of this Section 11.
(f) Certificate as to Adjustments. Upon the occurrence of each
-----------------------------
adjustment or readjustment pursuant to this Section 11, the Company at its
expense shall promptly compute such adjustment or readjustment in accordance
with the terms hereof and furnish to each Holder of this Warrant a certificate
setting forth, in reasonable detail, the event requiring the adjustment or
readjustment, the amount of such adjustment or readjustment, the method by which
such adjustment or readjustment was calculated, the Exercise Price at the time
in effect, and the number of shares and the amount, if any, of other property
that at the time would be received upon the exercise of the Warrant. The Company
shall upon the written request, at any time, of any such Holder, furnish or
cause to be furnished to such Holder a like certificate.
(g) Adjustment in Number of Shares. Upon each adjustment of the
------------------------------
Exercise Price pursuant to this Section 11, this Warrant shall thereafter
evidence the right to receive upon
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<PAGE>
payment of the adjusted Exercise Price that number of shares of Common Stock
(calculated to the nearest hundredth) obtained from the following formula:
X= Y x A
-
B
X= the adjusted number of shares of Common Stock issuable
upon exercise of the Warrant by payment of the
adjusted Exercise Price.
Y= the number of shares of Common Stock previously
issuable upon the exercise of the Warrant by payment
of the Exercise Price prior to adjustment.
A= the Exercise Price prior to adjustment.
B= the adjusted Exercise Price.
(h) Proper Provision. Notwithstanding anything contained
----------------
herein to the contrary, the Company will not effect any capital reorganization
or reclassification of outstanding shares of Common Stock or any Corporate
Transaction unless, prior to the consummation thereof, (a) proper provision is
made to ensure that the Holder will be entitled to receive the benefits afforded
by this Section 11 and (b) if, following such capital reorganization or
reclassification of outstanding shares of Common Stock or Corporate Transaction,
one or more entities other than the Company shall be required to deliver
securities or other property upon exercise of the Warrant, such entity or
entities shall assume, by written instrument delivered to Holder, the obligation
to deliver to Holder the securities and property to which, in accordance with
the foregoing provisions, Holder is entitled. As used herein, "Corporate
Transaction" shall mean (i) any consolidation or merger of the Company with or
into any other corporation or other entity or Person (as hereinafter defined),
or any other corporate reorganization, in which the stockholders of the Company
immediately prior to such consolidation, merger or reorganization own less than
fifty percent (50%) of the Company's voting power immediately after such
consolidation, merger or reorganization, (ii) any transaction or series of
related transactions in which in excess of fifty percent (50%) of the Company's
voting power is transferred to one or more affiliated Persons, or (iii) a sale,
lease, transfer or other disposition of all or substantially all of the assets
of the Company. A "Person" means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.
(i) Certain Events. If any event occurs of the type
--------------
contemplated by the provisions of this Section 11 but not expressly provided for
by such provision, then the Board of Directors shall make an appropriate
adjustment in the Exercise Price and the number of shares
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<PAGE>
of Common Stock obtainable upon exercise of this Warrant so as to protect the
rights of the Holder; provided that no such adjustment shall increase the
applicable Exercise Price or decrease the number of shares of Common Stock
obtainable as otherwise determined pursuant to this Section 11.
(j) No Impairment. The Company will not, by any voluntary
-------------
action, avoid or seek to avoid the observance or performance of any of the terms
to be observed or performed hereunder by the Company, but will at all times in
good faith assist in the carrying out of all the provisions of this Section 11
and in the taking, of all such action as may be necessary or appropriate in
order to protect the rights of the Holder of this Warrant against impairment.
12. Interpretation of Warrant. The parties hereto acknowledge and agree
-------------------------
that this Warrant has been negotiated at arm's-length and among parties equally
sophisticated and knowledgeable in the matters dealt with in this Warrant.
Accordingly, any rule of law or legal decision that would require interpretation
of any ambiguities in this Warrant against the party that has drafted it is not
applicable and is waived. The provisions of this Warrant shall be interpreted in
a reasonable manner to effect the intent of the parties as set forth in this
Warrant.
* * *
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<PAGE>
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by
its officers thereunto duly authorized as of the date first above written,
intending to be legally bound hereby.
OPINION RESEARCH CORPORATION
/s/ Douglas L. Cox
By: --------------------------------------
Name: Douglas L. Cox
Title: Executive Vice President
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<PAGE>
NOTICE OF EXERCISE
------------------
To: OPINION RESEARCH CORPORATION
The undersigned hereby elects to purchase ________________ shares of
Common Stock of Opinion Research Corporation pursuant to the terms of the
attached Warrant, and tenders herewith payment of the purchase price for such
shares in full.
Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned or in such other name as is
specified below:
_______________________________
(Name)
_______________________________
(Name)
Please issue a new Warrant for the unexercised portion of the attached
Warrant in the name of the undersigned or in such other name as is specified
below:
_______________________________
(Name)
_______________________________
(Name)
_________________________
(Date)
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<PAGE>
ASSIGNMENT FORM
---------------
FOR VALUE RECEIVED, the undersigned registered owner of this Warrant hereby
sells, assigns and transfers unto the Assignee named below all of the rights of
the undersigned under the within Warrant, with respect to the number of shares
of Common Stock set forth below:
Name of Assignee Address No. of Shares
---------------- ------- -------------
and does hereby irrevocably constitute and appoint Attorney ____________________
to make such transfer on the books of Opinion Research Corporation maintained
for the purpose, with full power of substitution in the premises.
The undersigned also represents that, by assignment hereof, the Assignee
acknowledges that this Warrant and the shares of stock to be issued upon
exercise hereof or conversion thereof are being acquired for investment and that
the Assignee will not offer, sell or otherwise dispose of this Warrant or any
shares of stock to be issued upon exercise hereof or conversion thereof except
under circumstances which will not result in a violation of the Securities Act
of 1933, as amended, or any state securities laws. Further, the Assignee has
acknowledged that upon exercise of this Warrant, the Assignee shall, if
requested by the Company, confirm in writing, in a form satisfactory to the
Company, that the shares of stock so purchased are being acquired for investment
and not with a view toward distribution or resale.
___________________________________
Signature of Holder
Dated _____________________