Exhibit 4.2
Warrant No. _______
COMMON SHARE PURCHASE WARRANT
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FIRST COMMUNITY BANCSHARES, INC.
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Warrant to Purchase _____ Common Shares
This is to certify that, for value received
________________________, or his/its registered assigns (the "Holder"), is
entitled to purchase, subject to the provisions of this Warrant ("Warrant"),
from First Community Bancshares, Inc., an Indiana corporation (the "Company"),
at any time on or after September 15, 1999 and prior to 5:00 p.m.,
Indianapolis, Indiana time, on the Expiration Date, at the Exercise Price, up
to _____ shares (subject to adjustment as provided herein) of the Company
("Warrant Stock").
1. CERTAIN DEFINITIONS. As used in this Warrant:
(a) "Common Shares" shall mean shares of common stock of
the Company and also includes shares of any capital stock of the Company
hereafter authorized which are not limited to a fixed sum or percentage in
respect of the rights of the holder thereof to participate in dividends and in
the distribution of assets upon the voluntary or involuntary liquidation,
dissolution or winding up of the Company.
(b) "Exercise Price" shall mean the exercise price
calculated according to Sections 3 and 4 of this Warrant.
(c) "Expiration Date" means December 13, 1999.
2. EXERCISE OF WARRANT; RESTRICTIONS.
(a) This Warrant may be exercised, in whole or in part,
from time to time, but subject to the restrictions and conditions specified
herein, by presentation and surrender of this Warrant to the Company at its
principal office (or such other office as the Company may designate by notice
in writing to the Holder at the Holder's address appearing on the books of the
Company), with the Subscription Form annexed hereto completed for purchase of
the designated number of shares of Common Shares and duly executed and
accompanied by payment of the Exercise Price due in connection with such
exercise. Upon receipt by the Company of this Warrant, in proper form for
exercise, and upon payment of the Exercise Price, the Holder shall, on the
exercise date specified on the Subscription Form, be deemed to be the Holder of
record of the Common Shares issuable upon such exercise, notwithstanding that
certificates representing such Common Shares shall not then be actually issued
and
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delivered to the Holder. As soon as is practicable after any exercise of this
Warrant and payment of the sum payable upon such exercise, and, in any event
within ten (10) days thereafter, the Company, at its expense, will cause to be
issued in the name of and delivered to the Holder thereof, a certificate or
certificates for the number of fully paid and nonassessable Common Shares or
other securities or property to which such Holder shall be entitled upon such
exercise.
(b) The Exercise Price may be paid in cash or by certified
or cashiers check.
(c) Upon any partial exercise of this Warrant the Company,
at its expense, will forthwith issue to Holder a new Warrant of like tenor
calling in the aggregate for the number of Common Shares for which this Warrant
shall not have been exercised.
3. EXERCISE PRICE. Subject to adjustment in accordance with
Section 4 of this Warrant, the Exercise Price shall be $8.75 per Common Share.
After each adjustment of the Exercise Price pursuant to Section 4 hereof, the
number of Common Shares issuable upon exercise of this or any subsequent issued
Warrant shall be the number derived by multiplying the number of Common Shares
purchasable immediately prior to such adjustment, by the Exercise Price in
effect immediately prior to such adjustment and dividing the product so
obtained by the applicable adjusted Exercise Price.
4. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. The
Exercise Price and number of Common Shares purchasable hereunder shall be
subject to adjustment from time to time upon the happening of certain events as
follows:
(a) RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE. In
case of any reclassification or change of outstanding securities issuable upon
exercise of this Warrant (other than a change in par value, or from par value
to no par value, or from no par value to par value or a subdivision or
combination), or in case of any consolidation or merger of the Company with or
into another corporation (other than a merger with another corporation in which
the Company is the surviving corporation and which does not result in any
reclassification or change other than a change in par value, or from par value
to no par value, or from no par value to par value, or a subdivision or
combination of outstanding securities issuable upon exercise of the Warrant),
or in the case of the sale or transfer of all or substantially all of the
Company's assets to any other corporation, the Company, or such successor
corporation, as the case may be, shall, without payment of any additional
consideration therefor, issue a new Warrant upon surrender of this Warrant,
providing that the Holder thereof shall have the right to receive for each
Common Share which the Holder hereof would have received upon exercise of this
Warrant the kind and amount of shares, other securities, money and property
receivable upon such reclassification, change, consolidation, merger, sale or
transfer by a holder of one Common Share in connection with such events. Such
new Warrant shall provide for adjustments which shall be as nearly equivalent
as may be practicable to the adjustments provided for in this Section 4. The
provisions of this subsection (a) shall similarly apply to successive
reclassifications, changes, consolidations, mergers, sales and transfers.
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(b) SUBDIVISION OR COMBINATION OF SHARES. If the Company,
while this Warrant is outstanding, shall (i) subdivide its outstanding shares
of Common Shares into a greater number of shares, (ii) combine its outstanding
Common Shares into a smaller number of Common Shares, (iii) issue Common Shares
as a stock dividend to Common Shareholders, (iv) issue any security into which
Common Shares may hereafter be converted or (v) issue any equity security
having voting, dividend, liquidation or other rights substantially equivalent
to the Common Shares, the Exercise Price in effect prior to such action shall
be adjusted so that the Holder of this Warrant thereafter shall upon the
exercise hereof be entitled to receive the number of Common Shares of capital
stock of the Company which the Holder would have owned immediately following
such action had this Warrant been exercised immediately prior thereto. An
adjustment made pursuant to subsection (b) shall become effective immediately
after the record date in the case of any issuance of any Common Shares as a
dividend or distribution and shall become effective immediately after the
effective date, in the case of a subdivision, combination or reclassification.
(c) NOTICE OF ADJUSTMENT. Whenever an adjustment occurs
pursuant to this Section 4, the Company shall make a certificate signed, on
behalf of the Company, by an officer setting forth, in reasonable detail, the
event requiring the adjustment, the nature of the adjustment, the method by
which such adjustment was calculated (including a description of the basis on
which any determination hereunder was made), and the number of securities
purchasable under the Warrant, and shall cause copies of such certificate to be
mailed (by first class mail postage prepaid) to the Holder of this Warrant.
5. NOTICE OF STOCK DIVIDENDS, SUBSCRIPTIONS,
RECAPITALIZATIONS, RECLASSIFICATIONS, RECONSOLIDATIONS, MERGER, ETC. If the
Company shall pay any stock dividend or make any distribution other than a cash
dividend to the Holders of its Common Shares, or shall offer for subscription
to the holders of its Common Shares after the date hereof any additional Common
Shares or any stock of any class of the Company or any other securities, and in
the case of any capital reorganization, recapitalization, reclassification of
the capital stock of the Company or a consolidation or merger of the Company
with another corporation, or the final distribution, liquidation or winding up
of the Company, or a sale of all or substantially all of its assets (whether
voluntary or involuntary), then in any one or more of such cases, the Company
shall mail to the Holder of this Warrant at the address of such Holder in the
records of the Company, at least twenty (20) days prior notice of the date on
which the books of the Company shall close (or record shall be taken) or such
stock dividend, distribution or subscription rights, such reorganization,
recapitalization, reclassification, consolidation, merger, dissolution,
liquidation, winding up or sale shall take place, as the case may be. Such
notice shall also specify the date on which shareholders of record shall be
entitled to participate in such dividend, distribution or subscription rights
or to exchange their shares for other securities or property pursuant to such
reorganization, recapitalization, reclassification, consolidation or merger,
and to receive their respective distributive shares in the event of such
dissolution, liquidation, winding up or sale, as the case may be. Such notice
shall also set forth the statement of the effect of such action (to the extent
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then known) on the Exercise Price and the kind and amount of shares of the
capital stock and property receivable upon exercise of this Warrant.
6. RESERVATION OF SHARES; STOCK FULLY PAID. The Company
covenants and agrees that at all times there shall be authorized and reserved
for issuance upon exercise of this Warrant such number of Common Shares as
shall be required for issuance upon exercise of this Warrant, and that all
shares which may be issued upon exercise hereof will, upon issuance, be fully
paid and nonassessable.
7. TRANSFER OF WARRANT. The Company has appointed First
Community Bank & Trust Company as registrar and transfer agent ("Registrar")
for Warrants issued by the Company. Ownership of this Warrant may only be
transferred by notation on the books of the Registrar of the name of the new
owner after delivery to the Registrar at its principal office of a valid
assignment in the form attached hereto.
8. ADDRESSES FOR NOTICE. All notices and communications
provided for herein shall be in writing and, except as otherwise specifically
provided herein, shall be deemed given when hand delivered or sent by registered
or certified mail, return receipt requested, or sent by overnight delivery
service addressed as follows: (a) if the Company, to the Secretary of the
Company at ______________________, __________________, Indiana; or (b) if to the
Holder, to the Holder's last known address as specified in writing to the
Company, from time to time.
9. APPLICABLE LAW. This Warrant shall be governed by and
construed in accordance with the laws of the State of Indiana.
10. AUTHORIZATION. This Warrant shall not be valid for any
purpose until it shall have been countersigned by the Registrar.
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Dated as of ______________________, 1998.
FIRST COMMUNITY BANCSHARES, INC.
By:
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Title: President
Attest:
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Secretary
Countersigned First Community Bank & Trust Company
as Registrar and Transfer Agent
By:
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Authorized Signature
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SUBSCRIPTION
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The undersigned, ____________________________, pursuant to
the provisions of the Common Share Purchase Warrant dated ________________,
19___, attached hereto, hereby elects to purchase Common Shares of ___________,
and herewith makes payment of the Exercise Price for such Common Shares in the
aggregate amount of $______________.
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Printed:
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Dated:
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ASSIGNMENT
The undersigned, __________________________, hereby sells,
assigns and transfers to the persons indicated below all of the rights of the
undersigned under the Common Share Purchase Warrant No. dated __________, 19___,
a copy of which is attached hereto, with respect to that portion of Common Stock
purchasable under the Warrant as indicated below:
Name of Assignee Address Number of Shares of
---------------- ------- Warrant Stock Assigned
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Signature
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Witness
Dated:
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