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EXHIBIT 4.1
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NO. VIB-W- S P E C I M E N ___________ WARRANTS
CUSIP 919716 11 8 TO PURCHASE ONE SHARE
OF COMMON STOCK EACH
VIB
VALLEY INDEPENDENT BANK (SM)
Incorporated Under the Laws of the State of California
THIS CERTIFIES THAT, for value received,
the registered holder hereof or registered assigns (the "Holder"), is entitled to purchase from Valley Independent Bank, a
California corporation (the "Bank"), at the purchase price of $19.50 per share through October 31, 1998 and at the purchase
price of $22.50 per share thereafter (the "Warrant Price"), one share of the Bank's Common Stock, no par value (the "Common
Stock"), for each Warrant comprising the aggregate number of Warrants set forth above. The number of shares purchasable upon
exercise of this Warrant and the Warrant Price per share shall be subject to adjustment from time to time as set forth herein.
This Warrant shall expire on October 29, ????, ???? extended, subject to regulatory approval.
This Warrant is one of a duly authorized issue of 101,082 Warrants evidencing ???? right ???? purchase an aggregate of up to
101,082 shares of Common Stock and is issued in connection ???? Bank's public offering of up to 101,082 Units, each Unit
consisting of five ???? of Common Stock and one Warrant to purchase one share of Common Stock each. The shares of Common
Stock to be issued upon the exercise of Warrants are referred to herein as "Warrant Shares". The offer and sale of the Warrants
and of the Warrant Shares has been made pursuant to a permit ???? by the California Commissioner of Financial
Institutions.
1. EXERCISE PERIOD AND EXPIRATION DATE. The Warrant ???? exercisable from issuance through October 29, 1999. This
Warrant shall expire ???? entirety ???? no longer be exercisable at 5:00 p.m., Pacific Time, on October 29, 1999, unless
extended. The Bank shall use its best efforts to qualify or register the Warrant Shares under the laws ???? in which
the Holders reside when no exemption from such requirements is available.
2. EXERCISE OF WARRANTS. A Warrant ???? exercised at the Bank's Main Office at 0000 Xxxx Xxxxxx, Xx Xxxxxx, Xxxxxxxxxx
00000, upon presentation and surrender hereof, with the Warrant Purchase Form on the reverse hereof duly completed and signed,
and upon payment to the Bank of the Warrant Price (as adjusted in accordance with the provisions of Section 9 hereof), for the
number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Warrant Price shall be
made in cash, by check or any combination thereof.
The Bank shall not be required to issue fractional Warrant Shares on the exercise of Warrants. When Warrants shall be
presented for exercise in full at the same time by the same Holder, the number of full Warrant Shares which shall be issuable
upon the exercise thereof shall be computed on the basis of the aggregate number of Warrant Shares purchasable by such Holder
on exercise of the Warrants so presented. If any fraction of a Warrant Share would be issuable on the exercise of any Warrants
in full, the Bank shall pay an amount in cash equal to the then current market price per Warrant Share multiplied by such
fraction. When Warrants shall be presented for exercise as to a specified portion, only full Warrant Shares shall be issuable
and a new Warrant shall be issuable evidencing the remaining Warrant or Warrants.
Upon such surrender of Warrants and payment of the Warrant Price as aforesaid, the Bank shall issue and cause to be
delivered with all reasonable dispatch to or upon the written order of the Holder and is such name or names as the Holder may
designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants,
together with cash, as provided above in this Section 2, in respect of any fractional Warrant Share otherwise issuable upon
such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named
therein shall be deemed to become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants
and payment of the Warrant Price, as aforesaid; provided, however, that if, at the date of surrender of such Warrants and
payment of the Warrant Price, the transfer books for the Warrant Shares or other ???? of stock purchasable upon the exercise
of such Warrants shall be closed, the certificates ???? Warrant Shares in respect of which such Warrants are then exercised
shall be issuable as of the ???? such books shall next be opened (whether before or after the Expiration ???? and
until such date the Bank shall be under no duty to deliver any certificate for such Warrant Shares. The purchase rights
represented by the Warrants shall be exercisable, at the election ???? Holders thereof, either in full or from time to time
in part and, in the event that a Warrant is exercised in respect of less than all of the Warrant Shares purchasable on such
exercise at any time prior to the date of expiration of the Warrants, a new Warrant evidencing the remaining Warrant or
Warrants will be issued. All Warrants surrendered in the exercise of the rights thereby ???? shall be cancelled by the
Bank.
3. ???? OF WARRANTS. Subject to the restriction on separate transferability (set forth in Section 4 ????, each
Warrant may be exchanged without charge for another Warrant(s) entitling the Holder thereof to purchase a like aggregate number
of Warrant Shares as the Warrant(s) surrendered then entitle each Holder to purchase. Any Holder desiring to exchange a
Warrant(s) shall make such request in writing delivered to the Bank or its Warrant Agent, U.S. Stock Transfer Corporation, 0000
Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and shall surrender, properly endorsed, the Warrant(s) to be so exchanged.
Thereupon, the Bank or its Warrant Agent shall deliver to the person(s) entitled thereto new Warrant(s) as so requested.
Reference is hereby made to the further provisions of this Warrant set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this place.
WITNESS, the facsimile seal of the Bank and the facsimile signature of its duly authorized officers. This Warrant Certificate
is not valid until countersigned by the Warrant Agent.
VALLEY INDEPENDENT BANK
a California Corporation
By: [SIG]
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President
[ SEAL OF THE ]
[ VALLEY INDEPENDENT BANK ] By: [SIG]
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Secretary
Dated:
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Countersigned:
U.S. STOCK TRANSFER CORPORATION
As Warrant Agent
By:
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Authorized Officer
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4. TRANSFER OF WARRANTS. The shares of Common Stock and Warrants
comprising the Units will not be separately transferable prior to the close of
business (5:00 p.m., Pacific Time) on December 15, 1997, or such earlier date
as may be determined by the Bank, at which time the Warrants shall become
separately transferable. Prior to the time when the Warrants are separately
transferable, a Warrant may be transferred only by a transfer of the Units. The
Warrants shall be transferable only on the books of the Bank maintained by the
Warrant Agent upon delivery thereof duly endorsed with signatures properly
guaranteed by a commercial bank or securities brokerage firm, or accompanied by
proper evidence of succession, assignment or authority to transfer. Upon any
registration of transfer, the Bank or its Warrant Agent shall deliver a new
Warrant or Warrants to the person(s) entitled thereto.
5. PAYMENT OF TAXES. The Bank will pay all documentary stamp taxes, if
any, attributable to the initial issuance of Warrant Shares upon the exercise
of Warrants; provided, however, that the Bank shall not be required to pay any
tax or taxes which may be payable in respect of any transfer involved in the
issuance or delivery of any Warrants or certificates for Warrant Shares in a
name other than that of the registered Holder of the Warrants, and in such case
the Bank shall not be required to issue or deliver any certificates for shares
of Common Stock or any Warrant until the person requesting the same has paid to
the Bank the amount of such tax or has established to the Bank's satisfaction
that such tax has been paid.
6. MUTILATED OR MISSING WARRANTS. In case any of the Warrants shall be
mutilated, lost, stolen or destroyed, the Bank or its Warrant Agent may at its
discretion issue, upon cancellation of the mutilated Warrant, or in lieu of and
in substitution for the Warrant lost, stolen or destroyed, a new Warrant of
like tenor and representing an equivalent right or interest; but only upon
receipt of evidence satisfactory to the Bank or its Warrant Agent of such loss,
theft or destruction of such Warrant and Indemnity, if requested, also
satisfactory to the Bank or its Warrant Agent. An applicant for such a
substitute Warrant shall also comply with such other reasonable regulations as
the Bank or its Warrant Agent may prescribe.
7. RESERVATION OF WARRANT SHARES. The Bank shall at all times, while
the Warrants are exercisable, keep reserved, out of its authorized Common
Stock, a number of shares of Common Stock sufficient to provide for the
exercise of the rights of purchase represented by the outstanding Warrants.
Promptly after the date of expiration of the Warrants, no shares shall be
subject to reservation in respect of such Warrants.
8. CANCELLATION OF WARRANTS. The Bank or its Warrant Agent shall cancel
any Warrants surrendered for exchange, substitution, transfer or exercise in
whole or in part.
9. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF WARRANT SHARES. The number
and kind of securities purchasable upon the exercise of each Warrant and the
Warrant Price shall be subject to adjustments from time to time upon the
happening of certain events, as hereinafter defined:
9.1 ADJUSTMENTS. The number of Warrant Shares purchasable upon the
exercise of each Warrant and the Warrant Price shall be subject to adjustment
as follows:
(a) In case the Bank shall (i) pay a dividend in shares of Common
Stock or make a distribution in shares of Common Stock, (ii) subdivide its
outstanding shares of Common Stock into a greater number of shares, (iii)
combine its outstanding shares of Common Stock into a smaller number of
shares of Common Stock, or (iv) issue by reclassification of its shares of
Common Stock or capital reorganization other securities of the Bank, the
number of Warrant Shares purchasable upon exercise of each Warrant
immediately prior thereto shall be adjusted so that the Holder of each
Warrant shall be entitled to receive the kind and number of Warrant Shares
or other securities of the Bank which the Holder would have owned or would
have been entitled to receive after the happening of any of the events
described above, had such Warrant been exercised immediately prior to the
happening of such event or any record date with respect thereto. An
adjustment made pursuant to this Paragraph (a) shall become effective
immediately after the effective date of such event retroactive to the
record date, if any, for such event.
(b) No adjustment in the number of Warrant Shares purchasable
hereunder shall be required unless such adjustment would require an
increase or decrease of at least one percent (1%) in the number of Warrant
Shares purchasable upon the exercise of each Warrant; provided, however,
that any adjustments which by reason of this Paragraph (b) are not required
to be made shall be carried forward and taken into account in any
subsequent adjustment(s). All calculations shall be made to the nearest one
hundredth (1/100) of a share.
(c) Whenever the number of Warrant Shares purchasable upon the
exercise of each Warrant is adjusted, as herein provided, each Warrant
Price payable upon exercise of each Warrant shall be adjusted by
multiplying the Warrant Price immediately prior to the adjustment by a
fraction, of which the numerator shall be the number of Warrant Shares
purchasable upon the exercise of each Warrant immediately prior to the
adjustment, and of which the denominator shall be the number of Warrant
Shares so purchasable immediately thereafter. All calculations shall be
made to the nearest whole xxxxx.
(d) For the purpose of this Subsection 9.1, the term "shares of
Common Stock" shall mean (i) the class of stock designated as the Common
Stock of the Bank at the date of this Warrant, or (ii) any other class of
stock resulting from successive changes or reclassifications of such shares
consisting solely of changes in par value, or from par value to no par
value, or from no par value to par value. In the event that at any time, as
a result of an adjustment made pursuant to Paragraph (a) above, the Holder
shall become entitled to purchase any shares of the Bank other than shares
of Common Stock, thereafter the number of such other shares so purchasable
upon exercise of each Warrant and the Warrant Price of such shares shall be
subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Warrant
Shares contained in Paragraphs (a) through (c), inclusive, above, and the
provisions of Sections 1 and 2 and Subsections 9.2 through 9.4, inclusive,
with respect to the Warrant Shares, shall apply on like terms to any such
other shares.
9.2 VOLUNTARY ADJUSTMENT BY THE BANK. The Bank may at its option, at any
time during the term of the Warrants, reduce the then current Warrant Price to
any amount deemed appropriate by the Board of Directors of the Bank, subject to
regulatory approval.
9.3 NOTICES OF ADJUSTMENT. Whenever the number of Warrant Shares
purchasable upon the exercise of each Warrant and the Warrant Price of such
Warrant Shares are adjusted, as herein provided, the Bank shall cause to be
mailed by first class mail, postage prepaid, to each Holder, notice of such
adjustment or adjustments setting forth the number of Warrant Shares
purchasable upon the exercise of each Warrant and the Warrant Price of such
Warrant Shares after such adjustment, setting forth a brief statement of the
facts requiring such adjustment and setting forth the computation by which such
adjustment was made. Any failure by the Bank to give notice to any Holder or
any defect therein shall not affect the validity of such adjustment or of the
event resulting in the adjustment, nor of the Holder's rights to such
adjustment.
9.4 NO ADJUSTMENT FOR DIVIDENDS OR DISTRIBUTIONS. Except as provided in
Subsections 9.1 and 9.6, no adjustment in respect of any dividends or
distributions shall be made during the term of a Warrant or upon the exercise
of a Warrant.
9.5 RIGHTS UPON CONSOLIDATION, MERGER, ETC.
(a) In the case of any consolidation of the Bank with or merger of
the Bank into another corporation or in the case of any sale or conveyance to
another corporation of the property of the Bank as an entirety or substantially
as an entirety, such successor or purchasing corporation may assume the
obligations hereunder, and may execute with the Bank an agreement that each
Holder shall have the right thereafter upon payment of the Warrant Price in
effect immediately prior to such transaction to purchase upon exercise of each
Warrant the kind and amount of shares and other securities and property
(including cash) which each Holder would have owned or would have been entitled
to receive after the happening of such consolidation, merger, sale or
conveyance had such Warrant been exercised immediately prior to such action.
The Bank shall mail by first class mail, postage prepaid to each Holder, notice
of the execution of any such agreement. Such agreement shall provide for
adjustments, which shall be as nearly equivalent as may be predictable to the
adjustments provided for in this Section 9. The provisions of this Subsection
9.5 shall similarly apply to successive consolidations, mergers, sales or
conveyance.
(b) In the event that such successor corporation does not execute
such an agreement with the Bank as provided in Paragraph (a), then each Holder
shall be entitled to exercise outstanding Warrants, during a period of at least
30 days, which period shall terminate at least 5 days prior to consummation of
the consolidation, merger, sale or conveyance, and thereby receive
consideration in the transaction on the same basis as other previously
outstanding shares of the same class as the Warrant Shares acquired upon
exercise. Warrants not yet exercised in accordance with this Paragraph (b)
before consummation of the transaction will be canceled and become null and
void. The Bank shall mail by first class mail, postage prepaid, to each Holder,
at least 10 days prior to the first date on which the Warrants shall become
exercisable, notice of the proposed transaction setting forth the first and
last date on which the Holder may exercise outstanding Warrants and a
description of the terms of this Warrant providing for cancellation of the
Warrants in the event that Warrants are not exercised by the prescribed date.
(c) The Bank's failure to give any notice required by this
Subsection 9.5 or any defect therein shall not affect the validity of any such
agreement, consolidation, merger, sale or conveyance of property.
9.6 RIGHTS UPON LIQUIDATION. In case (i) the Bank shall make any
distribution of its assets to holders of its shares of Common Stock as a
liquidation or partial liquidation dividend or by way of return of capital, or
other than a dividend payable out of capital and unimpaired surplus legally
available for dividends under the California Financial Code, or (ii) the Bank
shall liquidate, dissolve or wind up its affairs (other than in connection with
a consolidation, merger or sale of all or substantially all of its property,
assets, and business as an entirety), then the Bank shall cause to be mailed to
each Holder, by first class mail, postage prepaid, at least 20 days prior to the
applicable record date, a notice stating the date on which such distribution,
liquidation, dissolution or winding up is expected to become effective, and the
date on which it is expected that holders of shares of Common Stock of record
shall be entitled to exchange their shares of Common Stock for securities or
other property or assets (including cash) deliverable upon such distribution,
liquidation, dissolution or winding up. The Bank's failure to give the notice
required by this Subsection 9.6 or any defect therein shall not affect the
validity of such distribution, liquidation, dissolution or winding up.
9.7 STATEMENT OF WARRANT. Irrespective of any adjustments in the Warrant
Price of the number or kind of shares purchasable upon the exercise of the
Warrants, Warrants therefore or thereafter issued may continue to express the
same price and number and kind of shares as are stated in the Warrants initially
issued.
10. NO RIGHTS AS STOCKHOLDERS. Nothing contained in this Warrant shall
be construed as conferring upon the Holder hereof or the Holder's transferres
the right to vote or to receive dividends or to consent to or to receive notice
as stockholders in respect of any meeting of stockholders for the election of
directors of the Bank or any other matter, or any rights whatsoever as
stockholders of the Bank.
11. NOTICES. Any notice pursuant to this Warrant by any Holder to the
Bank or by the Bank to the Holder, shall be in writing and shall be mailed
first class, postage prepaid, or delivered: (a) to the Bank at its Main Office
at 0000 Xxxx Xxxxxx, Xx Xxxxxx, Xxxxxxxxxx 00000; or (b) to the Holder, at the
Holder's respective address on the books of the Bank.
12. APPLICABLE LAW. This Warrant shall be governed by and construed in
accordance with the laws of the State of California, without giving effect to
principles of conflict of laws.
13. CAPTIONS. The captions of the Sections and Subsections of this
Warrant have been inserted for convenience only and shall have no substantive
effect.
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ASSIGNMENT OF WARRANT
(TO BE SIGNED ONLY UPON ASSIGNMENT OF WARRANT)
To: VALLEY INDEPENDENT BANK To: U.S. STOCK TRANSFER
0000 Xxxx Xxxxxx XXXXXXXXXXX
Xx Xxxxxx, Xxxxxxxxxx 00000 or 0000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
FOR VALUE RECEIVED the undersigned hereby sell(s) and transfer(s) unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE:
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(Name and Address of Assignee Must be Printed or Typewritten)
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the within Warrant, hereby Irrevocably constituting and applying__________
Attorney to transfer said Warrant on the books of the Bank, with full power of
substitution in the premises.
Dated:
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Signature of Record Holder
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Signature of Record Holder
NOTE: The above signature(s) must correspond with the name(s) as written upon
the face of this Warrant in every particular, without alteration or enlargement
or any change whatsoever.
SIGNATURE(S) GUARANTEED BY:
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WARRANT PURCHASE FORM
(TO BE SIGNED ONLY UPON ASSIGNMENT OF WARRANT)
To: VALLEY INDEPENDENT BANK
0000 Xxxx Xxxxxx
Xx Xxxxxx, Xxxxxxxxxx 00000
The undersigned hereby irrevocably elect(s) to exercise the right of
purchase represented by the within Warrant for, and to purchase thereunder,
____________ shares of the Bank's Common Stock, and request(s) that
certificates for such shares be issued in the name of:
Please print name and address:
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Please provide Social Security of Federal Tax I.S. No.:
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and, if said number of shares shall not be all the shares purchasable
thereunder, that a new Warrant for the balance remaining of the whole number of
shares purchasable under the within Warrant be registered in the name of the
undersigned Holder or assignee as indicted below and delivered to the address
stated below.
DATED:
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Address:
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Signature of Record Holder or Assignee
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Signature of Record Holder or Assignee
NOTE: The above signature(s) must correspond with the name(s) as written upon
the face of this Warrant in every particular, without alteration or enlargement
or any change whatsoever, unless this Warrant has been assigned.
SIGNATURE(S) GUARANTEED BY:
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