Exhibit 4.3
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF
THIS WARRANT (COLLECTIVELY, THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE
SECURITIES ACT.
WARRANT TO PURCHASE
COMMON STOCK, PAR VALUE $.0001 PER SHARE
OF
INTERNATIONAL DISPENSING CORPORATION
This certifies that, for value received, XXXX XXXXX, or registered
assigns ("Warrantholder"), is entitled to purchase from INTERNATIONAL DISPENSING
CORPORATION (the "Company"), subject to the provisions of this Warrant, at any
time and from time to time until 5:00 p.m. Eastern Standard Time on December 31,
2008, 25,000 shares of the Company's Common Stock, par value $.001 per share
("Warrant Shares"). The purchase price payable upon the exercise of this Warrant
shall be $.19 per Warrant Share. The Warrant Price and the number of Warrant
Shares which the Warrantholder is entitled to purchase is subject to adjustment
upon the occurrence of the contingencies set forth in Section 3 of this Warrant,
and as adjusted from time to time, such purchase price is hereinafter referred
to as the "Warrant Price."
This Warrant is subject to the following terms and conditions:
I. EXERCISE OF WARRANT.
(a) This Warrant may be exercised in whole or in part but not
for a fractional share. Upon delivery of this Warrant at the offices of the
Company or at such other address as the Company may designate by notice in
writing to the registered holder hereof with the Subscription Form annexed
hereto duly executed, accompanied by payment of the Warrant Price for the number
of Warrant Shares purchased (in cash, by certified, cashier's or other check
acceptable to the Company, by Common Stock of the Company having a Market Value
(as hereinafter defined) equal to the aggregate Warrant Price for the Warrant
Shares to be purchased, or any combination of the foregoing), the registered
holder of this Warrant shall be entitled to receive a certificate or
certificates for the Warrant Shares so purchased. Such certificate or
certificates shall be promptly delivered to the Warrantholder. Upon any partial
exercise of this Warrant, the Company shall execute and deliver a new Warrant of
like tenor for the balance of the Warrant Shares purchasable hereunder.
(b) In lieu of exercising this Warrant pursuant to Section
1(a), the holder may elect to receive shares of Common Stock equal to the value
of this Warrant determined in the manner described below (or any portion thereof
remaining unexercised) upon delivery of this Warrant at the offices of the
Company or at such other address as the Company may designate by notice in
writing to the registered holder hereof with the Notice of Cashless Exercise
Form annexed hereto duly executed. In such event the Company shall issue to the
holder a number of shares of the Company's Common Stock computed using the
following formula:
X = Y (A-B)
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A
Where X = the number of shares of Common Stock to be issued to the holder. Y
= the number of shares of Common Stock purchasable under this
Warrant (at the date of such calculation).
A = the Market Value of the Company's Common Stock on the
business day immediately preceding the day on which the Notice of
Cashless Exercise is received by the Company.
B = Warrant Price (as adjusted to the date of such calculation).
(c) The Warrant Shares deliverable hereunder shall, upon
issuance, be fully paid and non-assessable and the Company agrees that at all
times during the term of this Warrant it shall cause to be reserved for issuance
such number of shares of its Common Stock as shall be required for issuance and
delivery upon exercise of this Warrant.
(d) For purposes of this Warrant, the Market Value of a share
of Common Stock on any date shall be equal to (i) the closing bid price per
share as published by a national securities exchange on which shares of Common
Stock (or other units of the security) are traded (an "Exchange") on such date
or, if there is no bid for Common Stock on such date, the bid price on such
exchange at the close of trading on the next earlier date or, (ii) if shares of
Common Stock are not listed on a national securities exchange on such date, the
closing bid price per share as published on the National Association of
Securities Dealers Automatic Quotation System ("NASDAQ") National Market System
if the shares are quoted on such system on such date, or (iii) the closing bid
price in the over-the-counter market at the close of trading on such date if the
shares are not traded on an exchange or listed on the NASDAQ National Market
System, or (iv) if the Common Stock is not traded on a national securities
exchange or in the over-the-counter market, the fair market value of a share of
Common Stock on such date as determined in good faith by the Board of Directors.
If the holder disagrees with the determination of the Market Value of any
securities of the Company determined by the Board of Directors under Section
1(d)(iv) the Market Value of such securities shall be determined by an
independent appraiser acceptable to the Company and the holder (or, if they
cannot agree on such an appraiser, by an independent appraiser selected by each
of them, and Market Value shall be the median of the appraisals made by such
appraisers). If there is one appraiser, the cost of the appraisal shall be
shared equally between the Company and the holder. If there are two appraisers,
each of the Company and the holder shall pay for its own appraisal.
II. TRANSFER OR ASSIGNMENT OF WARRANT.
(a) Any assignment or transfer of this Warrant shall be made
by surrender of this Warrant at the offices of the Company or at such other
address as the Company may designate in writing to the registered holder hereof
with the Assignment Form annexed hereto duly executed and accompanied by payment
of any requisite transfer taxes, and the Company shall, without charge, execute
and deliver a new Warrant of like tenor in the name of the assignee for the
portion so assigned in case of only a partial assignment, with a new Warrant of
like tenor to the assignor for the balance of the Warrant Shares purchasable.
(b) Prior to any assignment or transfer of this Warrant, the
holder thereof shall deliver an opinion of counsel to the Company to the effect
that the proposed transfer may be effected without registration under the Act.
III. ADJUSTMENT OF WARRANT PRICE AND WARRANT SHARES--ANTI-DILUTION
PROVISIONS.
A. (1) Except as hereinafter provided, in case the
Company shall at any time after the date hereof issue any
shares of Common Stock (including shares held in the Company's
treasury) without consideration, then, and thereafter
successively upon each issuance, the Warrant Price in effect
immediately prior to each such issuance shall forthwith be
reduced to a price determined by multiplying the Warrant Price
in effect immediately prior to such issuance by a fraction:
(a) the numerator of which shall be the total number
of shares of Common Stock outstanding immediately
prior to such issuance, and
(b) the denominator of which shall be the total
number of shares of Common Stock outstanding
immediately after such issuance.
For the purposes of any computation to be made in accordance with
the provisions of this clause (1), the following provisions shall be applicable:
(i) Shares of Common Stock issuable by way of
dividend or other distribution on any stock of
the Company shall be deemed to have been
issued and to be outstanding at the close of
" business on the record date fixed for the
determination of stockholders entitled to
receive such dividend or other distribution
and shall be deemed to have been issued
without consideration. Shares of Common Stock
issued otherwise than as a dividend, shall be
deemed to have been issued and to be
outstanding at the close of business on the
date of issue.
(ii) The number of shares of Common Stock at any
time outstanding shall not include any shares
then owned or held by or for the account of
the Company.
(2) In case the Company shall at any time subdivide
or combine the outstanding shares of Common Stock, the
Warrant Price shall forthwith be proportionately
decreased in the case of the subdivision or
proportionately increased in the case of combination to
the nearest one cent. Any such adjustment shall become
effective at the close of business on the date that such
subdivision or combination shall become effective.
B. In the event that the number of outstanding shares of
Common Stock is increased by a stock dividend payable in shares of
Common Stock or by a subdivision of the outstanding shares of Common
Stock, which may include a stock split, then from and after the time
at which the adjusted Warrant Price becomes effective pursuant to
the foregoing Subsection A of this Section by reason of such
dividend or subdivision, the number of shares issuable upon the
exercise of this Warrant shall be increased in proportion to such
increase in outstanding shares. In the event that the number of
outstanding shares of Common Stock is decreased by a combination of
the outstanding shares of Common Stock, then, from and after the
time at which the adjusted Warrant Price becomes effective pursuant
to such Subsection A of this Section by reason of such combination,
the number of shares issuable upon the exercise of this Warrant
shall be decreased in proportion to such decrease in outstanding
shares.
C. In the event of an adjustment of the Warrant Price, the
number of shares of Common Stock (or reclassified stock) issuable
upon exercise of this Warrant after such adjustment shall be equal
to the number determined by dividing:
(1) an amount equal to the product of (i) the number
of shares of Common Stock issuable upon exercise
of this Warrant immediately prior to such
adjustment, and (ii) the Warrant Price immediately
prior to such adjustment, by
(2) the Warrant Price immediately after such
adjustment.
D. In the case of any reorganization or reclassification of
the outstanding shares of Common Stock (other than a change in par
value, or from par value to no par value, or from no par value to
par value, or as a result of a subdivision or combination) or in the
case of any consolidation of the Company with, or merger of the
Company with, another corporation, or in the case of any sale, lease
or conveyance of all, or substantially all, of the property, assets,
business and goodwill of the Company as an entity, the holder of
this Warrant shall thereafter have the right upon exercise to
purchase the kind and amount of shares of stock and other securities
and property receivable upon such reorganization, reclassification,
consolidation, merger or sale by a holder of the number of shares of
Common Stock which the holder of this Warrant would have received
had all Warrant Shares issuable upon exercise of this Warrant been
issued immediately prior to such reorganization,
reclassification, consolidation, merger or sale, at a price equal to
the Warrant Price then in effect pertaining to this Warrant (the
kind, amount and price of such stock and other securities to be
subject to adjustment as herein provided).
E. In case the Company shall, at any time prior to the
expiration of this Warrant and prior to the exercise thereof,
dissolve, liquidate or wind up its affairs, the Warrantholder shall
be entitled, upon the exercise thereof, to receive, in lieu of the
Warrant Shares of the Company which it would have been entitled to
receive, the same kind and amount of assets as would have been
issued, distributed or paid to it upon such Warrant Shares of the
Company, had it been the holder of record of shares of Common Stock
receivable upon the exercise of this Warrant on the record date for
the determination of those entitled to receive any such liquidating
distribution. After any such dissolution, liquidation or winding up
which shall result in any distribution in excess of the Warrant
Price provided for by this Warrant, the Warrantholder may at its
option exercise the same without making payment of the aggregate
Warrant Price and in such case the Company shall upon the
distribution to said Warrantholder consider that the aggregate
Warrant Price has been paid in full to it and in making settlement
to said Warrantholder, shall deduct from the amount payable to such
Warrantholder an amount equal to the aggregate Warrant Price.
F. In case the Company shall, at any time prior to the
expiration of this Warrant and prior to the exercise thereof make a
distribution of assets (other than cash) or securities of the
Company to its stockholders (the "Distribution") the Warrantholder
shall be entitled, upon the exercise thereof, to receive, in
addition to the Warrant Shares it is entitled to receive, the same
kind and amount of assets or securities as would have been
distributed to it in the Distribution had it been the holder of
record of shares of Common Stock receivable upon exercise of this
Warrant on the record date for determination of those entitled to
receive the Distribution.
G. Irrespective of any adjustments in the number of Warrant
Shares and the Warrant Price or the number or kind of shares
purchasable upon exercise of this Warrant, this Warrant may continue
to express the same price and number and kind of shares as
originally issued.
III. OFFICER'S CERTIFICATE. Whenever the number of Warrant Shares
and the Warrant Price shall be adjusted pursuant to the provisions hereof, the
Company shall forthwith file, at its principal executive office a statement,
signed by the Chairman of the Board, President, or one of the Vice Presidents of
the Company and by its Chief Financial Officer or one of its Treasurers or
Assistant Treasurers, stating the adjusted number of Warrant Shares and the new
Warrant Price calculated to the nearest one hundredth and setting forth in
reasonable detail the method of calculation and the facts requiring such
adjustment and upon which such calculation is based. Each adjustment shall
remain in effect until a subsequent adjustment hereunder is required. A copy of
such statement shall be mailed to the Warrantholder.
IV. CHARGES, TAXES AND EXPENSES. The issuance of certificates for
Warrant Shares upon any exercise of this Warrant shall be made without charge to
the Warrantholder for any tax or other expense in respect to the issuance of
such certificates, all of which taxes and expenses shall be paid by the Company,
and such certificates shall be issued only in the name of the Warrantholder.
V. MISCELLANEOUS.
(a) The terms of this Warrant shall be binding upon and shall
inure to the benefit of any successors or assigns of the Company and of the
holder or holders hereof and of the shares of Common Stock issued or issuable
upon the exercise hereof.
(b) No holder of this Warrant, as such, shall be entitled to
vote or receive dividends or be deemed to be a stockholder of the Company for
any purpose, nor shall anything contained in this Warrant be construed to confer
upon the holder of this Warrant, as such, any rights of a stockholder of the
Company or any right to vote, give or withhold consent to any corporate action,
receive notice of meetings, receive dividends or subscription rights, or
otherwise.
(c) Receipt of this Warrant by the holder hereof shall
constitute acceptance of an agreement to the foregoing terms and conditions.
(d) The Warrant and the performance of the parties hereunder
shall be construed and interpreted in accordance with the laws of the State of
Maryland and the parties hereunder consent and agree that the State and Federal
Courts which sit in the State of Maryland and the County of Baltimore shall have
exclusive jurisdiction with respect to all controversies and disputes arising
hereunder.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
by its duly authorized officer and its corporate seal to be affixed hereto.
Dated: December 31, 2000
INTERNATIONAL DISPENSING CORPORATION
BY: /s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
President
SUBSCRIPTION FORM
(TO BE EXECUTED BY THE REGISTERED HOLDER
IF HE DESIRES TO EXERCISE THE WARRANT)
TO: INTERNATIONAL DISPENSING CORPORATION
The undersigned hereby exercises the right to purchase _________
shares of Common Stock, par value $.001 per share, covered by the attached
Warrant in accordance with the terms and conditions thereof, and herewith makes
payment of the Warrant Price for such shares in full.
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SIGNATURE
--------------------------------
ADDRESS
DATED:
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NOTICE OF EXERCISE OF COMMON STOCK WARRANT
PURSUANT TO NET ISSUE ("CASHLESS") EXERCISE PROVISIONS
International Dispensing Corporation Aggregate Price of $
a Delaware corporation of Warrant ----------------------------
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxxx 00000 Aggregate Price Being $
Exercised:
----------------------------
Attention:
Warrant Price $
(per share):
Number of Shares of ----------------------------
Common Stock to be
Issued Under this Notice:
CASHLESS EXERCISE
Gentlemen:
The undersigned, registered holder of the Warrant to Purchase Common Stock
delivered herewith ("Warrant") hereby irrevocably exercises such Warrant for,
and purchases thereunder, shares of the Common Stock of INTERNATIONAL DISPENSING
CORPORATION, a Delaware corporation, as provided below. Capitalized terms used
herein, unless otherwise defined herein, shall have the meanings given in the
Warrant. The portion of the Aggregate Price (as hereinafter defined) to be
applied toward the purchase of Common Stock pursuant to this Notice of Exercise
is $ , thereby leaving a remainder Aggregate Price (if any) equal to $ . Such
exercise shall be pursuant to the net issue exercise provisions of Section I.
(b) of the Warrant; therefore, the holder makes no payment with this Notice of
Exercise. The number of shares to be issued pursuant to this exercise shall be
determined by reference to the formula in Section I.(b)of the Warrant which
requires the use of the Market Value (as defined in Section I.(d) of the
Warrant) of the Company's Common Stock on the business day immediately preceding
the day on which this Notice is received by the Company. To the extent the
foregoing exercise is for less than the full Aggregate Price of the Warrant, the
remainder of the Warrant representing a number of Shares equal to the quotient
obtained by dividing the remainder of the Aggregate Price by the Warrant Price
(and otherwise of like form, tenor and effect) may be exercised under Section
I.(a) of the Warrant. For purposes of this Notice the term "Aggregate Price"
means the product obtained by multiplying the number of shares of Common Stock
for which the Warrant is exercisable times the Warrant Price.
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Signature
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Address
Dated:________________
ASSIGNMENT
(TO BE EXECUTED BY THE REGISTERED HOLDER
IF HE DESIRES TO TRANSFER THE WARRANT)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto the right to purchase shares of Common Stock of INTERNATIONAL
DISPENSING CORPORATION, evidenced by the within Warrant, and does hereby
irrevocably constitute and appoint Attorney to transfer the said Warrant on the
books of the Company, with full power of substitution.
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SIGNATURE
-------------------------------
ADDRESS
DATED:
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IN THE PRESENCE OF:
