EXHIBIT 4.2
AMERICAN TECHNOLOGIES GROUP, INC.
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS
WARRANT ARE TRANSFERABLE ONLY IN ACCORDANCE WITH PARAGRAPH I HEREOF.
Void after 5:00 P.M., New York Time, on November 1, 2003
Warrant to Purchase
__________ Shares
of Common Stock
WARRANT TO PURCHASE COMMON STOCK
This is to Certify That, FOR VALUE RECEIVED, __________________________________,
a_____________________________________________________________, having an office
at ____________________________________________________________________________
(the "Holder") is entitled to purchase, subject to the provisions of this
Warrant, from American Technologies Group, Inc., a company organized under the
laws of the State of Nevada, having an office at 0000 Xxxxx Xxxxxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxxxx 00000 (the "Company"), the number of shares set forth above
(the "Warrant Shares") of the Company's Common Stock, $.001 par value ("Common
Stock") at a price of $.75 per share (or such other price computed by applying
all adjustments made on or before November 1, 2003, in accordance with Section G
hereof, to $.75 as if it had been the initial Exercise Price per share
hereunder) at any time on or after November 1, 1998 until 5:00 P.M. New York
Time, on November 1, 2003. The number of shares of Common Stock to be received
upon the exercise of this Warrant and the price to be paid for a share of Common
Stock may be adjusted from time to time as hereinafter set forth. The shares of
Common Stock deliverable upon such exercise, and as adjusted from time to time,
are hereinafter sometimes referred to as "Warrant Shares" and the exercise price
of a share of Common Stock in effect at any time and as adjusted from time to
time is hereinafter sometimes referred to as the "Exercise Price."
The Warrants represented by the Certificate are part of an authorized class of
150,000 Warrants.
A. EXERCISE OF WARRANT. Subject to the following conditions precedent and the
provisions of Section I hereof, this Warrant may be exercised in whole or
in part at any time or from time to time on or after November 1, 1998, and
before 5:00 P.M. New York Time on November 1, 2003, or, if either such day
is a day on which banking institutions are authorized by law to close, then
on the next succeeding day which shall not be such a day, by presentation
and surrender hereof to the Company at any office maintained by it in
Monrovia, California, or at the office of its Warrant Agent, if any, with
the Purchase Form annexed hereto duly executed and accompanied by payment
of the Exercise Price for the number of shares specified in such form. If
this Warrant should be exercised in
part only, the Company shall, upon surrender of this Warrant for
cancellation, execute and deliver a new Warrant evidencing the rights of
the Holder hereof to purchase the balance of the shares purchasable
hereunder. Upon receipt by the Company of this Warrant at its office, or
by the Warrant Agent of the Company at its office, in proper form for
exercise, the Holder shall be deemed to be the holder of record of the
shares of Common Stock issuable upon such exercise, notwithstanding that
the stock transfer books of the Company shall then be closed or that
certificate representing such shares of Common Stock shall not then be
actually delivered to the Holder.
B. CASHLESS EXERCISE. Unless there is an effective registration statement
under the Securities Act of 1933, as amended (the "Act") which would permit
the resale of the shares of Common Stock issuable upon the exercise of the
Warrants, at the option of the holder, the Warrant may be exercised on a
cashless basis. "Cashless basis" means that the Company will issue to the
holder upon surrender of the Warrants for cashless exercise that number of
shares determined by dividing the difference of the market price of the
shares of Common Stock issuable upon exercise of the Warrants and the
warrant exercise price by the market price of the Common Stock on the date
of Exercise. For example, if 100,000 Warrants are tendered for cashless
exercise at the time the market price of Common Stock is $1.50, the
difference would be $75,000 and therefore the number of shares to be issued
by the Company shall be 50,000.
C. RESERVATION OF SHARES. The Company hereby agrees that at all times there
shall be reserved for issuance and/or delivery upon exercise of this
Warrant such number of shares of its Common Stock as shall be required for
issuance of delivery upon exercise of this Warrant.
D. 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 called for upon exercise hereof, the Company shall
issue to the Holder the next whole share.
E. EXCHANGE, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is exchangeable,
without expense, at the option of the Holder, upon presentation and
surrender hereof to the Company or at the office of the Warrant Agent for
other Warrants of different denominations entitling the holder thereof to
purchase in aggregate the same number of shares of Common Stock purchasable
hereunder. The term Warrant as used herein includes any Warrants into
which this Warrant may be divided or exchanged. Upon receipt by the
Company 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. Any such new
warrant executed and delivered shall constitute an additional contractual
obligation on the part of the Company, whether or not this Warrant so lost
stolen, destroyed, or mutilated shall be at any time enforceable by anyone.
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F. RIGHTS OF THE HOLDER. The Holder shall not, by virtue here of, 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.
G. STOCK DIVIDENDS, RECLASSIFICATION, REORGANIZATION, ANTI-DILUTION
PROVISIONS, ETC. This Warrant is subject to the following further
provisions:
1. In case, prior to the expiration of this Warrant by exercise or by its
terms, the Company shall issue any shares of its Common Stock as a
stock dividend or subdivide the number of outstanding shares of Common
Stock into a greater number of shares, then, in either of such cases,
the Exercise Price per share of the Warrant Shares purchasable
pursuant to this Warrant in effect at the time of such action shall be
proportionately reduced and the number of Warrant Shares at that time
purchasable pursuant to this Warrant shall be proportionately
increased; and conversely, in the event the Company shall contract the
number of outstanding shares of Common Stock by combining such shares
into a smaller number of shares, then, in such case, the Exercise
Price per share of the Warrant Shares purchasable pursuant to this
Warrant in effect at the time of such action shall be proportionately
increased and the number of Warrant Shares at that time purchasable
pursuant to this Warrant shall be proportionately decreased. PROVIDED
HOWEVER, the maximum Exercise Price shall not exceed $1.50 and the
corresponding minimum number of Warrant Shares issuable upon exercise
hereof shall equal the number determined by multiplying the initial
number of Warrant Shares which could be obtained upon exercise by $.75
and dividing the product so obtained by $1.50. Any dividend paid or
distributed upon the Common Stock in stock of any other class of
securities convertible into shares of Common Stock shall be treated as
a dividend paid in Common Stock to the extent that shares of Common
Stock are issuable upon the conversion thereof.
2. In case, prior to the expiration of this Warrant by exercise or by its
terms, the Company shall be recapitalized by reclassifying its
outstanding Common Stock, $.001 par value, into stock with a different
par value or by changing its outstanding Common Stock with par value
to stock without par, the Company or a successor corporation shall be
consolidated or merge with or convey all or substantially all of its
or of any successor corporation's property and assets to any other
corporation or corporations (any such corporation being included
within the meaning of the term successor corporation in the event of
any consolidation or merger of any such corporation with, or the sale
of all or substantially all of the property of any such corporation
to, another corporation or corporations), in exchange for stock or
securities of a successor corporation, the holder of this Warrant
shall thereafter have the right to purchase upon the terms and
conditions and during the time specified in this Warrant, in lieu of
the Warrant Shares theretofore purchasable upon the exercise of this
Warrant, the kind and amount of
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shares of stock and other securities receivable upon such
recapitalization or consolidation, merger or conveyance by a holder of
the number of shares of Common Stock which the holder of this Warrant
might have purchased immediately prior to such recapitalization or
consolidation, merger or conveyance.
3. Upon the occurrence of each event requiring an adjustment of the
Exercise Price and of the number of Warrant Shares purchasable at such
adjusted Exercise Price by reason of such event in accordance with the
provisions of this Section F., the Company shall compute the adjusted
Exercise Price and the adjusted number of Warrant Shares purchasable
at such adjusted Exercise Price by reason of such event in accordance
with the provisions of this Section G. and shall prepare a certificate
setting forth such adjusted Exercise Price and the adjusted number of
Warrant Shares and showing in detail the facts upon which such
conclusions are based. The Company shall mail forthwith to each holder
of this Warrant a copy of such certificate, and thereafter said
certificate shall be conclusive and shall be binding upon such holder
unless contested by such holder by written notice to the Company
within thirty (30) days after receipt of the certificate by such
holder.
4. In case:
(a) the Company shall take a record of the holders of its Common
Stock for the purpose of entitling them to receive a dividend or
any other distribution in respect of the Common Stock (including
cash), pursuant to without limitation, any spin-off, split-off or
distribution of the Company's assets; or
(b) the Company shall take a record of the holders of its Common
Stock for the purpose of entitling them to subscribe for or
purchase any shares of stock of any class or to receive any other
rights; or
(c) of any classification, reclassification or other reorganization
of the capital stock of the Company, consolidation or merger of
the Company with or into another corporation, or conveyance of
all or substantially all of the assets of the Company; or
(d) of the voluntary or involuntary dissolution, liquidation or
winding up of the Company;
then, and in any such case, the Company shall mail to the Holder, at
least twenty (20) days prior thereto, a notice stating the date or
expected date on which a record is to be taken for the purpose of such
dividend or distribution of rights, or the date on which such
classification, reclassification, reorganization, consolidation,
merger, conveyance, dissolution, liquidation, or winding up is to take
place, as the case may be. Such notice shall also specify the date or
expected
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date, if any is to be fixed, as of which holders of Common Stock of
record shall be entitled to participate in said dividend or
distribution of rights, or shall be entitled to exchange their shares
of Common stock for securities or other property deliverable upon such
classification, reclassification, reorganization, consolidation,
merger, conveyance, dissolution, liquidation, or winding up, as the
case may be. The failure to give such notice shall not affect the
validity of any such proceeding or transaction and shall not affect
the right of the holder of this Warrant to participate in said
dividend, distribution of rights, or any such exchange and acquire the
kind and amount of cash, securities or other property as the Holder
would have been entitled to acquire if it was the record holder of the
Warrant Shares which could be obtained upon the exercise of the
Warrants immediately before such proceeding or transaction; PROVIDED
THAT, the Holder exercises the Warrants within 30 days after discovery
that such action or proceeding has taken place.
5. In case the Company at any time while this Warrant shall remain
unexpired and unexercised, shall dissolve, liquidate, or wind up its
affairs, the holder of this Warrant may thereafter receive upon
exercise hereof in lieu of each share of Common Stock of the Company
which it would have been entitled to receive, the same kind and amount
of any securities or assets as may be issuable, distributable or
payable upon any such dissolution, liquidation or winding up with
respect to each share of Common Stock of the Company.
H. OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be adjusted as
required by the provisions of the foregoing Section, the Company shall
forthwith file in the custody of its Secretary at its principal office and
with the Warrant Agent, if any, an officer's certificate showing the
adjusted Exercise Price determined as therein provided, setting forth in
reasonable detail the facts requiring such adjustment, including a
statement of the number of additional shares of Common Stock, if any, the
consideration for such shares, determined as provided in such Section G,
and such other facts as shall be necessary to show the reason for and the
manner of computing such adjustment. Each such officer's certificate shall
be made available at all reasonable times for inspection by the holder and
the Company shall, forthwith after each such adjustment, mail a copy of
such certificate to the holder.
I. TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. Neither this Warrant,
the Warrant Shares, nor any other security issued or issuable upon exercise
of this Warrant may be sold or otherwise disposed or except as follows:
1. to a person who, in the opinion of counsel reasonably satisfactory to
the Company, is a person to whom the Warrant or Warrant Shares may
legally be transferred without registration and without the delivery
of a current prospectus under the Securities Act of 1933, as amended
(the "Act") with respect thereto and then only against receipt of an
agreement of such person to comply with the
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provisions of this Section I. with respect to any resale or other
disposition of such securities; or
2. to any person upon delivery of a prospectus then meeting the
requirements of the Act relating to such securities and the offering
thereof for such sale or disposition.
J. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company represents and warrants to the holder as follows:
1. The Company is duly organized and, as of the date of the original
issuance hereof, validly existing and in good standing under the laws
of the State of Nevada.
2. The Company shall at all times reserve and keep available out of its
authorized shares of Common Stock, solely for the purpose of issuing
Warrant Shares upon the exercise of this Warrant, such shares as may
be issuable upon the exercise hereof.
3. Warrant Shares, when issued and paid for in accordance with the terms
of this Warrant, will be fully paid and not assessable.
4. This Warrant has been duly authorized and approved by all required
corporate action by the Company and does not violate the certificate
of incorporation or by-laws of the Company.
AMERICAN TECHNOLOGIES
GROUP, INC.
[CORPORATE SEAL]
By:
------------------------
Xxxxxxxx Xxxxx, CEO
Dated:
ATTEST:
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, Secretary
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PURCHASE FORM
TO BE EXECUTED
UPON EXERCISE OF WARRANTS
TO: American Technologies Group, Inc.
0000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
The undersigned hereby exercises, according to the terms and conditions
thereof, the right to purchase _____________ Shares of Common Stock, evidenced
by the within Warrant Certificate, and herewith makes payment of the purchase
price in full.
Dated:
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Name:
-----------------------------------
Address:
--------------------------------
Signature:
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UPON EXERCISE OF THIS WARRANT PAYMENT SHOULD BE MADE TO THE ORDER OF
AMERICAN TECHNOLOGIES GROUP, INC.
The undersigned hereby irrevocably elects to exercise its rights under
Section B. to make a cash-less exercise.
Dated:
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Name:
-----------------------------------
Address:
--------------------------------
Signature:
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