EXHIBIT 10.19
No. W-__
No. of Shares : _____________
Holder: __________________
Date: ___________, 2003
WARRANT
To subscribe for and purchase shares of Common Stock, par value $0.001 (the
"Common Stock"), of
UNITY WIRELESS CORPORATION.
THIS CERTIFIES that, for value received, Holder or its registered successors and
assigns, is entitled to purchase from UNITY WIRELESS CORPORATION, a Delaware
corporation (herein called the "Company"), the number of shares of Common Stock
of the Company (individually a "Common Share" or a "share of Common Stock", and
collectively the "Common Shares" or "shares of Common Stock") set forth above at
the initial exercise price of US$0.10 per share of Common Stock (the "Exercise
Price"). This Warrant shall expire on July 15, 2005. The number of shares of
Common Stock to be received upon the exercise of each Warrant and the Exercise
Price to be paid for a share of Common Stock are subject to adjustment from time
to time as hereinafter set forth.
1. Exercise of Warrants.
(a) This Warrant may be from time to time exercised by the Holder, in whole
or in part, by the surrender of this Warrant, duly endorsed, at the
principal office of the Company and upon payment to the Company of the
purchase price of the Common Shares purchased. Payment of the purchase
price shall be made by certified or official bank check or checks
payable to the order of the Company. The certificate(s) for such Common
Shares shall be delivered to the Holder within a reasonable time, not
exceeding five days, after the Warrants evidenced hereby shall have
been so exercised and a new Warrant evidencing the number of Common
Shares remaining to be issued upon exercise of the Warrants shall also
be issued to the registered holder within such time unless such
Warrants shall have expired.
2. Anti-Dilution Provisions.
(a) General. The Exercise Price per share shall be subject to adjustment
from time to time as hereafter provided. Upon each adjustment of the
Exercise Price, the Holder shall thereafter be entitled to purchase, at
the Exercise Price resulting from such adjustment, the number of shares
obtained by multiplying the number of shares immediately theretofore
subject to this Warrant by the Exercise Price in effect immediately
prior to such adjustment, and dividing such amount by the Exercise
Price resulting from such adjustment.
(a) Stock Splits and Reverse Splits. In the event the Company subdivides
its outstanding shares of Common Stock into a greater number of shares,
the Exercise Price in effect immediately prior to the subdivision shall
be proportionately reduced, and conversely, in the event the
outstanding shares of Common Stock of the Company are combined into a
smaller number of shares, the Exercise Price in effect immediately
prior to the combination shall be proportionately increased.
(b) Reorganizations and Asset Sales. Upon any consolidation or merger of
the Company with another corporation, or the sale of all or
substantially all of its assets to another corporation (each, a
"Combination"), the Company shall enter into an agreement with the
surviving or acquiring Person (the "Successor Company") in such
Combination confirming the Holder's rights pursuant to this Warrant
and providing for the continuation after such Combination of the
adjustments provided for in this Warrant, to the end that the Warrant
shall effectively be converted into a Warrant of the acquirer on terms
set forth herein. Following a Combination, the Warrant shall be
exercisable for such number of shares of stock or other securities or
property (including cash) to which the Common Stock issuable upon
exercise of the Warrant (at the time of such Combination) would have
been exchanged for pursuant to such Combination had such Common Stock
been outstanding. For example, if the Company is acquired in a
transaction in which each share of Common Stock is converted into the
right to receive two shares of the acquirer's stock and this Warrant,
after giving effect to any other adjustment hereunder (including,
without limitation, any adjustment under other provisions of this
Section 2, whether in respect of such Combination or otherwise), is
then exercisable for 1,000 shares of Common Stock, the Company would
enter into an agreement with the acquirer providing that the Warrant
would be exercisable for 2,000 shares of the acquirer's stock and
which would include the adjustment provisions provided in this
Agreement, effectively converting the Warrant into warrants of the
acquirer. The provisions of this Section shall similarly apply to
successive Combinations involving any Successor Company.
3. Dividends and Distributions. If, after the date hereof and prior to the
exercise of this Warrants, the Company shall pay any dividends or make
any other distributions to the holders of its Common Stock, upon the
exercise of this Warrant the Company shall pay to the Holder the amount
of such dividend or distribution which the Company would have paid to
Holder had Holder exercised this Warrant in full immediately prior to
the record date for such dividend or distribution.
4. Notices. If at any time prior to the expiration of the Warrants:
(a) The Company shall declare any dividend or distribution on the Common
Stock payable in shares of capital stock of the Company, cash or other
property; or
(b) The Company shall authorize the issue of any options, warrants or
rights pro rata to all holders of Common Stock entitling them to
subscribe for or purchase any shares of stock of the Company or to
receive any other rights; or
(c) The Company shall authorize the distribution pro rata to all holders of
Common Stock of evidences of its indebtedness or assets (excluding cash
dividends or cash distributions paid out of retained earnings or
retained surplus); or
(d) There shall occur any reclassification of the Common Stock, or any
consolidation or merger of the Company with or into another corporation
or other entity (other than a consolidation or merger in which the
Company is the continuing corporation and which does not result in any
reclassification of the Common Stock) or a sale or transfer to another
corporation or other entity of all or substantially all of the
properties of the Company; or
(e) There shall occur the voluntary or involuntary liquidation, dissolution
or winding up of the affairs of the Company;
then, and in each of such cases, the Company shall deliver to the
registered holder hereof at its last address appearing on the books of
the Company, as promptly as practicable but in any event at least 60
days prior to the applicable record date (or determination date)
mentioned below, a notice stating, to the extent such information is
available, (i) the date on which a record is to be taken for the
purpose of such dividend, distribution or rights, or, if a record is
not to be taken, the date as of which the holders of Common Stock of
record to be entitled to such dividend, distribution or rights are to
be determined, or (ii) the date on which such reclassification,
consolidation, merger, sale, transfer, liquidation, dissolution or
winding up is expected to become effective and the date as of which it
is expected that holders of Common Stock of record shall be entitled
to exchange their Common Stock for securities or other property
deliverable upon such reclassification, consolidation, merger, sale,
transfer, liquidation, dissolution or winding up.
5. Valid Issuance, Etc. The Company covenants and agrees that all shares
of Common Stock of the Company which may be issued upon the exercise of
this Warrant will be duly authorized, validly issued and fully paid and
nonassessable and free from all taxes, liens and charges with respect
to the issue thereof to the Holder. The Company further covenants and
agrees that during the period within which this Warrant may be
exercised, the Company will at all times reserve such number of shares
of its capital stock as may be sufficient to permit the exercise in
full of this Warrant.
6. [omitted]
7. Registered Holder. Except as otherwise set forth herein, the Holder
shall not be entitled by virtue of ownership of this Warrant to any
rights whatsoever as a shareholder of the Company.
8. Transfer. This Warrant may not be sold, pledged, hypothecated or
transferred at any time unless the Company shall have received an
opinion of counsel to the effect that such transfer would not result
in a violation of the provisions of the Securities Act or applicable
Canadian securities laws. Any transfer of this Warrant to a
transferee, in whole or in part, shall be effected upon surrender of
this Warrant, duly endorsed (unless endorsement is waived by the
Company), at the principal office or agency of the Company. If this
Warrant is being sold, pledged, hypothecated or otherwise transferred,
the Company shall issue a new Warrant registered in the name of the
appropriate transferee(s). If the right to acquire less than all of
the Common Stock issuable upon exercise hereof is being sold, pledged,
hypothecated or otherwise transferred, the Company shall issue a new
Warrant, in each case for the appropriate number of shares of Common
Stock, registered in the name of the Holder and the transferee(s), as
applicable. Common Stock of the Company issued upon any exercise
hereof may not be sold, pledged, hypothecated or otherwise transferred
at any time unless the Company shall have received an opinion of
counsel to the effect that such transfer would not result in a
violation of the Securities Act or applicable Canadian securities
laws.
9. Confirmatory Notices; Restatements. The Company will promptly upon
Xxxxxx's request from time to time confirm to Holder in writing the
number of shares of Common Stock then purchasable by Holder upon
exercise of this Warrant and the Exercise Price then in effect. In
addition, the Company will on Xxxxxx's request and against delivery of
this Warrant from time to time issue to Holder an amended and restated
Warrant to reflect any adjustments theretofore made in the number of
shares then subject hereto and in the Exercise Price.
10. Miscellaneous.
(a) All notices, demands and other communications required or permitted to
be given hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by
telegram, by facsimile, recognized overnight mail carrier, telex or
other standard form of telecommunications, or by registered or
certified mail, postage prepaid, return receipt requested, addressed as
follows: (a) if to the Holder, to the address in the corporate records
or such other address as such Holder shall furnish to the Company in
accordance with this Section, or (b) if to the Company, to it at its
headquarters office, or to such other address as the Company shall
furnish to the Holder in accordance with this Section.
(b) This Warrant shall be governed and construed in accordance with the
laws of the State of Delaware applicable to agreements made and to be
performed entirely within such state. All disputes hereunder shall be
resolved exclusively by arbitration in Newark, New Jersey by the
American Arbitration Association, except that any court having
jurisdiction may award injunctive and ancillary relief. In addition to
all other remedies to which the Holder may be entitled hereunder,
Xxxxxx shall also be entitled to decrees of specific performance
without posting bond or other security.
(c) The waiver of any event of default or the failure of the Holder to
exercise any right or remedy to which it may be entitled shall not be
deemed a waiver of any subsequent event of default or of the Holder's
right to exercise that or any other right or remedy to which the Holder
is entitled.
(d) The Holder shall be entitled to recover its reasonable legal and actual
costs of enforce its IN WITNESS WHEREOF, UNITY WIRELESS CORPORATION.
has caused this Warrant to be signed by a duly authorized officer and
this Warrant is dated as of the date set forth above.
UNITY WIRELESS CORPORATION.
By
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Name: Xxxx Xxxxx
Title: President
