of subscription rights exercised by eligible participants

Contract Categories: Business Finance - Subscription Agreements
EX-4.4 3 f15902a2exv4w4.htm EXHIBIT 4.4 exv4w4
 

Exhibit 4.4
NOTICE OF GUARANTEED DELIVERY
FOR
SUBSCRIPTION RIGHTS CERTIFICATES ISSUED
BY BROADVISION, INC.
     This form must be used to exercise Rights pursuant to the Rights Offering described in the Prospectus dated ___, 2006 (the “Prospectus”) of BroadVision, Inc. (the “Company”) if a holder of Rights cannot deliver the certificate(s) evidencing the Rights (the “Subscription Rights Certificate(s)”) to the Subscription Agent listed below (the “Subscription Agent”) at or prior to 5:00 p.m., Mountain time, on ___, 2006, unless such time is extended as may be determined by the Company as described in the Prospectus (as it may be extended, the “Expiration Time”). Such form must be delivered by hand or sent by facsimile transmission, first class mail or overnight courier to the Subscription Agent, and must be received by the Subscription Agent at or prior to the Expiration Time. See “The Rights Offering—Exercise of Subscription Rights” in the Prospectus. Payment of the Subscription Price of $0.45 per share for each share of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”), subscribed for upon exercise of such Rights must be received by the Subscription Agent in the manner specified in “The Rights Offering—Receipt of Payment” in the Prospectus at or prior to 5:00 p.m., Mountain time, on ___, 2006, even if the Subscription Rights Certificate(s) evidencing such Rights is (are) being delivered pursuant to the Guaranteed Delivery Procedures thereof. See “The Rights Offering—Exercise of Subscription Rights” in the Prospectus.
The Subscription Agent is:
COMPUTERSHARE TRUST COMPANY
     
If by Mail:   If by Hand or Overnight Courier:
Computershare Trust Company, Inc.
P.O. Box 1596
Denver, Colorado 80201-1596
  Computershare Trust Company, Inc.
350 Indiana Street, Suite 800
Golden, Colorado 80401
Facsimile Transmission:
(303)  ###-###-####
Telephone Number for Confirmation:
(800)  ###-###-####
     DELIVERY OR TRANSMISSION OF THIS INSTRUMENT OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
    Questions may be answered by, and additional copies of relevant documents may be obtained by, contacting the Subscription Agent.

1.


 

Ladies and Gentlemen:
     The undersigned hereby represents that the undersigned is the holder of Subscription Rights Certificate(s) representing ___Rights and that such Subscription Rights Certificate(s) cannot be delivered to the Subscription Agent at or prior to 5:00 p.m., Mountain time, on ___, 2006. Upon the terms and subject to the conditions set forth in the Prospectus, receipt of which is hereby acknowledged, the undersigned hereby elects to exercise the Subscription Right to subscribe for 5.87235 shares of Common Stock with respect to each of the Rights represented by such Subscription Rights Certificate(s) for an aggregate of up to ___Shares.
     The undersigned understands that payment of the Subscription Price of $0.45 per share for each share of Common Stock subscribed for pursuant to the Subscription Right must be received by the Subscription Agent at or prior to the Expiration Time and represents that such payment, in the aggregate amount of $___, either (check appropriate box):
      o is being delivered to the Subscription Agent herewith;
 
      or 
 
      o has been delivered separately to the Subscription Agent in the manner set forth below (check appropriate box and complete information relating thereto):
 
      o Wire transfer of funds
 
      Name of transferor institution:
 
     
 
 
      Date of transfer:
 
     
 
 
      Confirmation number (if available):
 
     
 
 
      o Uncertified check (Payment by uncertified check will not be deemed to have been received by the Subscription Agent until such check has cleared. Holders paying by such means are urged to make payment sufficiently in advance of the Expiration Time to ensure that such payment clears by such date.) o Certified check
 
      o Bank draft (cashier’s check)
 
      o Money order
 
      Name of maker:
 
     
 
 
      Date of check, draft or money order:

2.


 

     
 
 
      Check, draft or money order number:
 
     
 
 
      Bank or other institution on which check is drawn or issuer of money order:
 
     
 
         
Signature(s):
       
 
       
 
       
Name(s):
       
 
       
(PLEASE TYPE OR PRINT)
   
ADDRESS:
         
 
       
     
 
       
     
 
       
     
 
       
Phone (with Area Code):      
 
       
     
Subscription Rights Certificates No(s). (if available):
   
 
   
 
   
 
   

3.


 

GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SUBSCRIPTION RIGHTS CERTIFICATE
SIGNATURE GUARANTEE)
     The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers Corporation, or a commercial bank or trust company having an office or correspondent in the United States, or a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program, pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, guarantees that the undersigned will deliver to the Subscription Agent the certificates representing the Rights being exercised hereby, with any required signature guarantee and any other required documents, all within three (3) business days after the date hereof
Dated:
     
 
   
 
   
 
   
 
   
(Address)
  (Name of Firm)
 
   
 
   
(Area Code and Telephone Number)
  (Authorized Signature)
     The institution that completes this form must communicate the guarantee to the Subscription Agent and must deliver the Subscription Rights Certificate(s) to the Subscription Agent within the time period shown in the Prospectus of BroadVision, Inc., dated ___, 2006. Failure to do so could result in a financial loss to such institution.

4.