Warrant Agreement between Ixia and Robert W. Bass for Purchase of Common Stock

Summary

This agreement grants Robert W. Bass the right to purchase up to 80,000 shares of Ixia's common stock at $7.00 per share, subject to vesting in 16 equal quarterly installments as long as he remains on the company's Board of Directors. The warrants are valid until August 2, 2007, and include provisions for adjustments in case of company mergers, stock splits, or certain distributions. The shares issued upon exercise will be fully paid and nonassessable, and the agreement outlines conditions for exercising the warrants and restrictions under securities laws.

EX-10.15 9 v62736a1ex10-15.txt EXHIBIT 10.15 1 EXHIBIT 10.15 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Warrants to Purchase 80,000 Shares of Common Stock IXIA INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA Void after August 2, 2007 The Warrants evidenced by this certificate have been issued for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. This Certificate evidences the right of Robert W. Bass (the "Holder") to purchase 80,000 shares of Common Stock, without par value (the "Shares"), of Ixia, a California corporation (the "Company"), at a price of $7.00 per Share; subject, however, to the terms and conditions hereinafter set forth. 1. TERM OF WARRANTS. The Warrants may not be exercised after the close of business on August 2, 2007 (the "Warrant Term"), and may be exercised only to the extent such Warrants are vested and only in accordance with the terms and conditions hereinafter set forth. 2. EXERCISE OF WARRANTS. The Warrants shall be exercisable as follows: (a) RIGHT TO EXERCISE. The Warrants shall vest and become exercisable cumulatively in 16 equal quarterly installments, with the first installment vesting on September 30, 2000 and one additional installment vesting on the last day of each calendar quarter thereafter, as long as the Holder continues to serve as a member of the Company's Board of Directors. (b) METHOD OF EXERCISE; PAYMENT; ISSUANCE OF NEW WARRANTS; TRANSFER AND EXCHANGE. The Warrants may be exercised by the Holder, in whole or in part, by the surrender of this Certificate, properly endorsed, at the principal office of the Company, and by the payment to the Company by check of the then applicable Warrant Price (as such term is hereinafter defined). In the event of any exercise of the Warrants, certificates for the Shares so purchased shall be 2 delivered to the Holder within a reasonable time after the Warrants shall have been so exercised, and unless the Warrants have expired, a new certificate representing the right to purchase the number of Shares, if any, with respect to which this Certificate shall not then have been exercised shall also be issued to the Holder within such time. All such new certificates shall be dated the date hereof and shall be identical to this Certificate except as to the number of Shares issuable pursuant thereto. (c) RESTRICTIONS ON EXERCISE. The Warrants may not be exercised if the issuance of the Shares upon such exercise would constitute a violation of any applicable federal or state securities laws or other laws or regulations. As a condition to the exercise of the Warrants, the Company may require the Holder to make such representations and warranties to the Company as may be required by applicable law or regulation. 3. STOCK FULLY PAID; RESERVATION OF SHARES. The Company covenants and agrees that all Shares will, upon issuance and payment in accordance herewith, be fully paid, validly issued and nonassessable. The Company further covenants and agrees that during the Warrant Term the Company will at all times have authorized and reserved for the purpose of the issue upon exercise of the Warrants at least the maximum number of Shares as are issuable upon the exercise of the Warrants. 4. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES. The number and kind of securities purchasable upon the exercise of the Warrants and the Warrant Price shall be subject to adjustment from time to time upon the happening of certain events, as follows: (a) CONSOLIDATION, MERGER OR RECLASSIFICATION. If the Company at any time while the Warrants remain outstanding and unexpired shall consolidate with or merge into any other corporation, or sell all or substantially all of its assets to another corporation, or reclassify or in any manner change the securities then purchasable upon the exercise of the Warrants (any of which shall constitute a "Reorganization"), then lawful and adequate provision shall be made whereby this Certificate shall thereafter evidence the right to purchase such number and kind of securities and other property as would have been issuable or distributable on account of such Reorganization upon or with respect to the securities which were purchasable or would have become purchasable under the Warrants immediately prior to the Reorganization. The Company shall not effect any such Reorganization unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such Reorganization shall assume by written instrument executed and mailed or delivered to the Holder, at the last address of the Holder appearing on the books of the Company, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. Notwithstanding anything in this Section 4(a) to the contrary, the prior two sentences shall be inoperative and of no force and effect if upon the completion of any such Reorganization the shareholders of the Company immediately prior to such event do not own at least 50% of the equity interest of the corporation resulting from such Reorganization, and those Warrants which are unexercised shall expire on the completion of such Reorganization, if the notice required by Section 4(e) hereof has been duly given. 2 3 (b) SUBDIVISION OR COMBINATION OF SHARES. If the Company at any time while the Warrants remain outstanding and unexpired shall subdivide or combine its Common Stock, the Warrant Price shall be adjusted to a price determined by multiplying the Warrant Price in effect immediately prior to such subdivision or combination by a fraction (i) the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to such subdivision or combination and (ii) the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such subdivision or combination. (c) CERTAIN DIVIDENDS AND DISTRIBUTIONS. If the Company at any time while the Warrants are outstanding and unexpired shall take a record of the holders of its Common Stock for the purpose of: (i) STOCK DIVIDENDS. Entitling them to receive a dividend payable in, or other distribution without consideration of, Common Stock, then the Warrant Price shall be adjusted to that price determined by multiplying the Warrant Price in effect immediately prior to each dividend or distribution by a fraction (A) the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to such dividend or distribution, and (B) the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such dividend or distribution; or (ii) DISTRIBUTION OF ASSETS, SECURITIES, ETC. Making any distribution without consideration with respect to its Common Stock (other than a cash dividend) payable otherwise than in its Common Stock, the Holder shall, upon the exercise thereof, be entitled to receive, in addition to the number of Shares receivable thereupon, and without payment of any additional consideration therefor, such assets or securities as would have been payable to him as owner of that number of Shares receivable by exercise of the Warrants had he been the holder of record of such Shares on the record date for such distribution; and an appropriate provision therefor shall be made a part of any such distribution. (d) ADJUSTMENT OF NUMBER OF SHARES. Upon each adjustment in the Warrant Price pursuant to Subsections (b) or (c) (i) of this Section 4, the number of Shares purchasable hereunder shall be adjusted to that number determined by multiplying the number of Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment by a fraction, the numerator of which shall be the Warrant Price immediately prior to such adjustment and the denominator of which shall be the Warrant Price immediately following such adjustment. (e) NOTICE. In case at any time: (i) The Company shall pay any dividend payable in stock upon its Common Stock or make any distribution, excluding a cash dividend, to the holders of its Common Stock; (ii) The Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or other rights; 3 4 (iii) There shall be any reclassification of the Common Stock of the Company, or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; or (iv) There shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of such cases, the Company shall give to the holder of the Warrants at least 10 days' prior written notice (or, in the event of notice pursuant to Section 4(e)(iii), at least 30 days' prior written notice) of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect to any such reclassification, consolidation, merger, sale, dissolution, liquidation or winding up. Such notice in accordance with the foregoing clause shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause shall also specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be. Each such written notice shall be given by first-class mail, postage prepaid, addressed to the Holder at the address of the Holder as shown on the books of the Company. (f) NO CHANGE IN CERTIFICATE. The form of this Certificate need not be changed because of any adjustment in the Warrant Price or in the number of Shares purchasable on its exercise. The Warrant Price or the number of Shares shall be considered to have been so changed as of the close of business on the date of adjustment. 5. FRACTIONAL SHARES. No fractional Shares will be issued in connection with any subscription hereunder but, in lieu of such fractional Shares, the Company shall make a cash payment therefor upon the basis of the fair market value of the Shares. 6. NONTRANSFERABILITY OF WARRANTS. The Warrants may be exercised during the lifetime of the Holder only by the Holder, and may not be sold, pledged, assigned, hypothecated, gifted, transferred or disposed of in any manner, in whole or in part, either voluntarily or involuntarily by operation of law, other than by will or the laws of descent or distribution, without the prior written consent of the Company, which consent may be granted or withheld by the Company in its sole discretion. 7. NO RIGHTS AS SHAREHOLDER. The Holder of the Warrants, as such, shall not be entitled to vote or receive dividends or be considered a shareholder of the Company for any purpose, nor shall anything in this Certificate be construed to confer on the Holder, as such, any rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action, to receive notice of meetings of shareholders, to receive dividends or subscription rights or otherwise. 4 5 8. DEFINITIONS. As used in this Certificate: (a) "Warrants" shall mean the rights evidenced by this Certificate. (b) "Warrant Price" shall mean $7.00, as adjusted in accordance with Section 4 hereof. Dated as of August 2, 2000. IXIA By: /S/ ERROL GINSBERG ------------------------------------ Errol Ginsberg, President Attest: /S/ RONALD W. BUCKLY - -------------------------------------- Ronald W. Buckly, Secretary 5 6 IXIA SUBSCRIPTION FORM (To be completed and signed only upon exercise of the Warrants) TO: Ixia 26601 W. Agoura Road Calabasas, CA 91302 Attention: Secretary The undersigned, the holder and registered owner of the attached Warrants, hereby irrevocably and unconditionally elects to exercise such Warrants and to purchase ___________* shares of Ixia Common Stock pursuant to the terms and conditions thereof, and herewith tenders a check in the amount of $____________ in full payment of the purchase price for such shares, and requests that the certificate(s) for such shares be issued in the name of and delivered to: (Please print name and address) _________________________________ _________________________________ _________________________________ _________________________________ Dated:_______________________ Signature:______________________________ ________ * Insert here the number of shares called for on the face of the Warrants (or in the case of partial exercise, that portion as to which the Warrants is being exercised), without making any adjustment for additional Common Stock or any other securities or property which, under the adjustment provisions of the Warrants, may be deliverable upon exercise.