Exhibit 4.6
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No. WT-_______________ (WARRANT GROUP_____________)
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Warrant to Purchase
___________ Shares
STOCK PURCHASE WARRANT
To Purchase Common Stock of
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
Expires__________________, unless extended
pursuant to the terms hereof.
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THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES
LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
DISPOSED OF, AND NO TRANSFER OF THE SECURITIES WILL BE MADE BY THE COMPANY OR
ITS TRANSFER AGENT, IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
Void after 5:00 p.m. New York Time, on __________________
WARRANT TO PURCHASE _______________ SHARES OF COMMON STOCK
OF
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
This Is To Certify That, FOR VALUE RECEIVED, _______________________ (the
"Holder"), is entitled to purchase, subject to the provisions of this Warrant,
from AMERICAN INTERNATIONAL PETROLEUM CORPORATION, a Nevada corporation (the
"Company"), up to ___________________________ (____________) fully paid, validly
issued and non-assessable shares of Common Stock ("Common Stock") of the
Company, par value $.08 per share, at an exercise price of $__________ per share
at any time during the period from the date hereof until 5:00 p.m. Eastern Time,
on ________________. The shares of Common Stock deliverable upon such exercise
are hereinafter sometimes referred to as "Warrant Shares", and the exercise
price of a Warrant Share, as the same may be adjusted pursuant to Section (f)
below, is hereinafter sometimes referred to as the "Exercise Price".
(a) EXERCISE OF WARRANT. This Warrant may be exercised in whole on or after the
date hereof and until ___________________; provided, however, that if such day
is a day on which banking institutions in the State of New York are authorized
by law to close, then this Warrant may be exercised on the next succeeding day
which shall not be such a day. This Warrant may be exercised by presentation and
surrender hereof to the Company at its principal office or to the Company's
warrant agent, if any has been so appointed, with the Purchase Form annexed
hereto duly executed and accompanied by payment of the Exercise Price, in cash
or by certified or bank cashier's check, for the number of Warrant Shares
specified in such form. The Warrant shall be deemed to have been exercised
immediately prior to the close of business on the date of any such exercise,
provided that such exercise is in accordance with the provisions set forth
herein. As soon as practicable after each such exercise of the Warrant, the
Company shall issue or cause to be issued and delivered to the Holder a
certificate or certificates for the Warrant Shares, registered in the name of
the Holder. Upon exercise, the Holder shall be deemed to be the holder of record
of the Warrant Shares issuable upon such exercise, notwithstanding that the
stock transfer books of the Company shall then be closed or that certificates
representing such Warrant Shares shall not then be physically delivered to the
Holder.
(b) RESERVATION OF SHARES. The Company shall at all times reserve for issuance
and/or delivery upon exercise of this Warrant such number of shares of its
Common Stock as shall be required for issuance and delivery upon exercise of
this Warrant.
(c) FRACTIONAL SHARES. No fractional shares or scrip representing fractional
shares shall be issued upon the exercise of this Warrant. With respect to any
fraction of a share remaining upon the full exercise hereof, the Company shall
pay to the Holder in lieu of the issuance of any fractional share which is
otherwise issuable an amount of cash based on the market value of the Common
Stock on the last trading day prior to the exercise date.
(d) LOSS OF WARRANT. Upon receipt by the Company or its warrant agent, if any,
of evidence reasonably satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant, and (in the case of loss, theft or destruction) of
reasonably satisfactory indemnification, and upon surrender and cancellation of
this Warrant, if mutilated, the Company will execute and deliver a new Warrant
of like tenor and date.
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(e) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be entitled to
any rights of a shareholder in the Company, either at law or equity, and the
rights of the Holder are limited to those expressed in the Warrant and are not
enforceable against the Company except to the extent set forth herein. The
acceptance of this Warrant by the Holder shall be deemed consent by the Holder
for the Company to enter into any warrant agreement with a warrant agent,
provided such warrant agreement does not adversely affect any of the rights of
the Holder set forth in this Warrant.
(f) ANTI-DILUTION PROVISIONS. The Exercise Price shall be subject to adjustment
as set forth below:
(i) (a)In case the Company shall hereafter (A) pay a dividend or make
a distribution on its Common Stock in shares of its Common Stock, (B)
subdivide its outstanding shares of Common Stock, or (C) combine its
outstanding shares of Common Stock into a smaller number of shares,
the Exercise Price in effect immediately prior to such action shall be
adjusted so that the Holder, upon exercise, shall be entitled to
receive the number of shares of Common Stock of the Company which the
Holder would have owned immediately following such action had such
Warrant been exercised immediately prior thereto. An adjustment made
pursuant to this subsection shall become effective immediately after
the record date in the case of a dividend and shall become effective
immediately after the effective date in the case of a subdivision or
combination.
(b)After each adjustment of the Exercise Price pursuant to this
subsection (i), the number of shares of Common Stock purchasable upon
the exercise of the Warrant shall be the number of Warrant Shares
receivable upon exercise hereof prior to such adjustment multiplied by
a fraction, the numerator of which shall be the original Exercise
Price as defined above and the denominator of which shall be such
adjusted Exercise Price.
(c)In the event the Company at any time or from time to time
after the date hereof and prior to the exercise of this warrant shall
make or issue, or fix a record date for the determination of holders
of Common Stock entitled to receive, a dividend or other distribution
payable in securities of the Company other than shares of Common
Stock, then and in each such event provision shall be made so that the
Holder shall receive upon exercise of this Warrant in addition to the
number of shares of Common Stock receivable hereupon, the amount of
such other securities of the Company that it would have received had
the Warrant been exercised on the date of such event and had
thereafter, during the period form the date of such event to and
including the exercise date, retained such securities receivable by it
as aforesaid during such period giving application to all adjustments
called for during such period under this Warrant with respect to the
rights of the Holder.
(ii) No adjustment in the Exercise Price shall be required to be made
unless such adjustment would require an increase or decrease of at least
$.05; provided, however, that any adjustments which by reason of this
subsection are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this
Section (f) shall be made to the nearest cent or to the nearest tenth of a
share, as the case may be, but in no event shall the Company be obligated
to issue fractional shares upon the exercise of any Warrant.
(iii) No adjustment of the Exercise Price shall be made except on the
conditions set forth in this Section (f). Without limitation of the
foregoing, there shall be no adjustment pursuant to this Section (f) should
the Company issue any capital stock for cash or other consideration on
terms approved by the Board of Directors.
(iv)In case of any (A) reclassification or change of outstanding
shares of Common Stock issuable upon exercise of this Warrant, (B)
consolidation or merger of the Company with or into another corporation
where the Company is not the surviving entity or (C) sale or conveyance to
another corporation of the property of the Company as an entirety or
substantially as an entirety, then, as a condition of such
reclassification, change, consolidation, merger, sale or conveyance, the
Company, or such successor or purchasing corporation, as the case may be,
shall make
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lawful and adequate provision whereby the Holder of the Warrant shall have
the right thereafter to receive on exercise of such Warrant the kind and
amount of shares of stock and other securities and property receivable upon
such reclassification, change, consolidation, merger, sale or conveyance by
a holder of the number of shares of Common Stock issuable upon exercise of
such Warrant immediately prior to such reclassification, change,
consolidation, merger, sale or conveyance. Such provisions shall include
provision for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided elsewhere in this Section (f). The
above provisions of this Section (f) shall similarly apply to successive
reclassifications and changes of shares of Common Stock and to successive
consolidations, mergers, sales or conveyances.
(v) In each case of an adjustment or readjustment of the Exercise
Price, the Company, at its expense, shall prepare a certificate showing
such adjustment or readjustment signed by the duly elected Treasurer or
Chief Financial Officer of the Company (the "Adjustment Certificate") and
shall mail the Adjustment Certificate, by first class mail, postage
prepaid, to the Holder. The Adjustment Certificate shall set forth such
adjustment or readjustment, including a brief summary of the facts upon
which such adjustment or readjustment is based including a statement of the
Exercise Price and the number of shares of Common Stock or other securities
issuable upon exercise of each Warrant immediately before and after giving
effect to the applicable adjustment or readjustment. No failure to mail the
Adjustment Certificate nor any defect therein or in the mailing thereof
shall affect the validity thereof except as to the Holder to whom the
Company failed to mail such Adjustment Certificate, or except as to the
Holder whose Adjustment Certificate was defective.
(g) TRANSFERABILITY; INVESTMENT REPRESENTATIONS. The Holder shall not
give, grant, sell, exchange, transfer legal title, pledge, assign or
otherwise encumber or dispose of this Warrant unless the Company first
receives an opinion of counsel satisfactory to the Company that the Warrant
may be transferred to the proposed transferee in compliance with an
exemption under the Securities Act or a safe harbor provision of Regulation
S under the Securities Act. The Holder, by acceptance hereof, represents
and warrants that (a) it is acquiring this Warrant for its own account for
investment purposes only and not with a view to its resale or distribution
and (b) it has no present intention to resell or otherwise dispose of all
or part of this Warrant. The Company may condition the exercise hereof and
the issuance or transfer of Warrant Shares on the receipt of such
representations and agreements as may be requested by the Company in order
to permit such issuance or transfer to be made pursuant to exemptions from
registration under federal and applicable state securities laws. Each
certificate representing this Warrant (or any part thereof) and any Warrant
Shares shall bear appropriate legends setting forth these restrictions on
transferability.
(h) REGISTRATION RIGHTS.
(i) In the event that the Company proposes to file a registration
statement with respect to any class of securities (other than pursuant
to a registration statement on Forms S-4 or S-8 or any successor form)
under the Securities Act of 1933, as amended (the "Securities Act")
the Company shall notify the Holder at least twenty (20) days prior to
the filing of such registration statement and will offer to include in
such registration statement all or any portion of the Warrant Shares.
At the written request of the Holder, delivered to the Company within
ten (10) days after receipt of the Company's notice, the Holder shall
state the number of Warrant Shares that it wishes to sell or
distribute publicly under the proposed registration statement. The
Company will use its best efforts, through its officers, directors,
auditors and counsel in all matters necessary or advisable, to cause
such registration statement to become effective as promptly as
practicable. In that regard, the Company makes no representations or
warranties as to its ability to have the registration statement
declared effective. In the event the Company is advised by the staff
of the Securities and Exchange Commission, NASDAQ or any
self-regulatory or state securities agency that the inclusion of the
Warrant Shares will prevent, preclude or materially delay the
effectiveness of a registration statement filed by the Company with
respect to any securities other than the Warrant Shares, the Company,
in good faith, may amend such registration statement to exclude the
Warrant Shares without otherwise affecting the Holder's rights herein
with respect to any other registration statement.
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(ii) Underwriter's Restrictions. If a registration statement is
filed with respect to an underwritten registration on behalf of the
Company, and if the underwriter thereof advises the Company in writing
that, in its opinion, the number of Warrant Shares requested to be
included in such registration statement exceeds the number that can be
sold in such offering without materially adversely affecting the
distribution of securities by the underwriter, then the Holder shall
delay his offering and sale for such period ending on the earliest of
(a) 180 days following the effective date of the Company's
registration statement or (b) such date as the Company, managing
underwriter and Holder shall otherwise agree. In the event of such
delay, the Company shall file such supplements, post-effective
amendments and take any such other steps as may be necessary to permit
such Holder to make his proposed offering and sale for a minimum
period of ninety (90) days immediately following the end of such
period of delay.
(iii) Indemnification. In the event of any registration of the
Warrant Shares (or any of them) security pursuant to this Warrant, the
Company shall indemnify the Holder and its officers and directors
against all losses, claims, damages and liabilities caused by any
untrue statement or alleged untrue statement of a material fact
contained in any registration statement or prospectus (and as amended
or supplemented) relating to such registration, or caused by any
omission or alleged omission to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading in light of the circumstances under which they are made,
unless such statement or omission was made in reliance upon and in
conformity with information furnished to the Company in writing by the
Holder expressly for use therein. The Holder shall notify the Company
as soon as practicable following receipt of notice of any action or
proceeding or threatened action or proceeding related to any alleged
liability in respect of which indemnity may be sought against the
Company, and the Company shall, at its sole option, assume the defense
of such action or proceeding (employing counsel reasonably
satisfactory to the Holder); provided, however, failure to so notify
the Company shall not relieve the Company of its indemnification
obligations hereunder unless such failure materially adversely affects
the Company's defense of such action or proceeding. The Holder shall
have the right to employ separate counsel in any such action and
participate in the defense thereof, but the fees and expenses of such
counsel shall not be at the expense of the Company unless the
employment of such counsel has been specifically authorized by the
Company. The Company shall not be liable to indemnify any person for
any settlement of any such action or proceeding effected without the
Company's written consent. The Holder shall also indemnify the
Company, its officers and directors and each underwriter of the
offering so registered with respect to losses, claims, damages and
liabilities caused by any untrue statement of a material fact or
omission to state a material fact required to be stated therein made
in reliance upon and in conformity with information furnished by the
Holder to the Company in writing expressly for use in such
registration statement or prospectus.
(iv) Expenses. All expenses of any registration referred to in
this Warrant, except any fees and disbursements of counsel to the
Holder, underwriting commissions or discounts, any transfer or other
taxes applicable to the Warrant and/or Warrant Shares, shall be borne
by the Company.
(i) NOTICES. All notices and other communications which are required or may be
given under this Warrant shall be in writing and shall be deemed to have been
duly given when delivered in person or transmitted by fax, one (1) day after
being sent by overnight courier service or three (3) days after being mailed,
first-class postage prepaid, in the case of the Company to 444 Madison Avenue,
New York, New York, and in the case of the Holder to the address previously
given to the Company by the Holder, or to such address as either party shall
have specified by notice to the other party hereto. If notice is given by
registered or certified first class mail, postage prepaid, return receipt
requested, the return receipt shall be conclusive evidence of the notice having
been mailed on the date set forth.
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(j) MISCELLANEOUS. This Warrant contains the entire agreement and supersedes all
prior agreements and understandings, oral or written, between the parties hereto
with respect to the subject matter hereof. This Warrant may not be changed
orally, but only by an agreement in writing signed by the party against whom
enforcement is sought; provided however, that this Warrant may be amended or
modified without the consent of the Holder if such amendment or modification
does not adversely affect the rights of the Holder hereunder. This Warrant will
not be assigned by either party hereto and shall be interpreted under the laws
of the State of New York without application to the principles of conflicts of
laws.
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
By:
Denis J. Fitzpatrick, Chief Financial Officer
Dated: ______________________
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PURCHASE FORM
The undersigned hereby irrevocably elects to exercise the within Warrant to the
extent of purchasing ________________________ shares of Common Stock and hereby
makes payment of _______________________ in payment of the actual exercise price
thereof.
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name
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(Please typewrite or print in block letters)
Address
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Signature
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ASSIGNMENT FORM
FOR VALUED RECEIVED,
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hereby sells, assigns and transfers unto
Name
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(Please typewrite or print in block letters)
Address
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the right to purchase Common Stock represented by this Warrant to the extent of
____________ shares as to which such right is exercisable and does hereby
irrevocably constitute and appoint _____________________ Attorney, to transfer
the same on the books of the Company with full power of substitution in the
premises.
Date , 2000
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Signature
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