Exhibit 10.53
NEITHER THIS SECURITY NOR THE COMMON STOCK OF METRON TECHNOLOGY N.V. FOR WHICH
THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO THE COMPANY.
THIS SECURITY AND THE SECURITIES ISSUABLE UPON
EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES
COMMON SHARE WARRANT
To Subscribe for
Common Shares of
Metron Technology N.V.
THIS COMMON SHARE PURCHASE WARRANT CERTIFIES that, for value received,
(the "Holder"), is entitled, upon the terms and
subject to the limitations on exercise and the conditions hereinafter set forth,
at any time on or after June
, 2004 (the "Initial Exercise Date") and on or
prior to the earlier of (i) the close of business on the fifth anniversary of
the Initial Exercise Date or (ii) 30 days after the notice of a mandatory
termination of this Warrant pursuant to Section 17 (the "Termination Date") but
not thereafter, to subscribe for, up to
common shares
(the "Common Stock"), par value (based on application of Section 2:67c of the
Netherlands Civil Code) EUR0.44 per share in the capital of Metron Technology
N.V., a corporation incorporated under the laws of The Netherlands (the
"Company") (such Common Stock hereinafter referred to as the "Warrant Shares").
The subscription price of one Warrant Share (the "Exercise Price") under this
Warrant shall be $
, subject to adjustment hereunder; provided, however,
that if the Exercise Price (based on the USD/Euro exchange rate on the date of
payment of the Exercise Price) is lower than the par value of the Common Stock,
this Warrant may be exercised at the par value of the Common Stock.
Capitalized
terms used and not otherwise defined herein shall have the meanings set forth in
that certain Subscription Agreement (the "Subscription Agreement"), dated May
26, 2004, between the Company and the purchasers signatory thereto.
1
1.
TITLE TO WARRANT.
PRIOR TO THE TERMINATION DATE AND SUBJECT TO COMPLIANCE
WITH APPLICABLE LAWS AND SECTION 7 OF THIS WARRANT, THIS WARRANT AND ALL RIGHTS
HEREUNDER ARE TRANSFERABLE, IN WHOLE OR IN PART, AT THE OFFICE OR AGENCY OF THE
COMPANY BY THE HOLDER IN PERSON OR BY DULY AUTHORIZED ATTORNEY, UPON SURRENDER
OF THIS WARRANT TOGETHER WITH THE ASSIGNMENT FORM ANNEXED HERETO PROPERLY
ENDORSED.
THE TRANSFEREE SHALL SIGN AN INVESTMENT LETTER IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE COMPANY.
2.
AUTHORIZATION OF WARRANT SHARES.