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EXHIBIT 4.4
PUBLIC STOCK PURCHASE WARRANT
For the purchase of _____ Common Shares,
Without Par Value
of
OHIO LEGACY CORP
(an Ohio corporation)
THIS CERTIFIES THAT, for value received ________ (the "Holder"), as
registered owner of this Warrant, is entitled, at any time before seven (7)
years from the date of issuance of the Warrant, but not thereafter, to subscribe
for, purchase and receive _____ fully paid and nonassessable common shares,
without par value (the "Common Shares"), of Ohio Legacy Corp, an Ohio
corporation (the "Company") at the price of Ten Dollars ($10.00) per Common
Share (the "Exercise Price"), upon presentation and surrender of this Warrant
and upon payment of the Exercise Price for such of the Common Shares to the
Company at the principal office of the Company. This Warrant is immediately
exercisable. To exercise this Warrant, the form of election hereinafter provided
for must be duly executed and the instructions for registering the ownership of
the Common Shares acquired by such exercise must be completed. If the
subscription rights represented hereby shall not be exercised at or before seven
(7) years from the date of issuance of the Warrant, this Warrant shall become
and be void without further force or effect, and all rights represented hereby
shall cease and expire.
This Warrant may be exercised in whole or in part (only as provided in
this Warrant), by execution by the Holder of the form of exercise notice
hereinafter provided for. In the event of the exercise hereof in part only, the
Company shall cause to be delivered to the Holder a new Warrant of like tenor to
this Warrant in the name of the Holder evidencing the right of the Holder to
purchase the number of Common Shares purchasable hereunder as to which this
Warrant has not been exercised or assigned, provided, however that in no event
shall fractional Warrants be issued.
If, prior to the expiration of this Warrant by exercise or by its
terms, the Company shall issue any of its Common Shares as a stock dividend or
subdivide the number of outstanding Common Shares into a greater number of
shares, then, in either of such cases, the Exercise Price per Common Share
purchasable pursuant to this Warrant in effect at the time of such action shall
be proportionately reduced and the number of Common Shares at the time
purchasable pursuant to this Warrant shall be proportionately increased; and
conversely, if the Company shall contract the number of outstanding Common
Shares by combining such shares into a smaller number of shares, then, in such
case, the Exercise Price per Common Share purchasable pursuant to this Warrant
shall be proportionately increased and the number of shares purchasable under
this Warrant shall be proportionately decreased. If the Company shall, at any
time during the life of this Warrant, declare a dividend payable in cash on its
Common Shares and shall at substantially the same time offer to its common
shareholders a right to purchase new Common Shares from the proceeds of such
dividend or for an amount substantially equal to the dividend, all Common Shares
so issued shall, for the purpose of this Warrant, be deemed to have been issued
as a stock dividend. Any dividend paid or distributed upon the Common Shares in
shares of any other class of securities convertible into Common Shares shall be
treated as a stock dividend to the extent that Common Shares are issuable upon
the conversion thereof.
If, prior to the expiration of this Warrant by exercise or by its
terms, the Company shall be recapitalized by reclassifying its outstanding
without par value Common Shares into shares with a different par value, or the
Company or successor corporation shall consolidate 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
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corporations (any such corporation being included within the meaning of the term
"successor corporation" used above 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), the
holder of this Warrant shall thereafter have the right to purchase, upon the
basis and on the terms and conditions and during the time specified in this
Warrant, in lieu of the Common Shares of the Company theretofore purchasable
upon the exercise of this Warrant, such shares, securities, or assets as may be
issued or payable with respect to, or in exchange for, the number of Common
Shares of the Company theretofore purchasable upon the exercise of this Warrant
had such recapitalization, consolidation, merger or conveyance not taken place,
and in any such event, the rights of the holder of this Warrant to an adjustment
in the number of Common Shares purchasable upon the exercise of this Warrant as
herein provided shall continue and be preserved in respect of any shares,
securities, or assets which the holder of this Warrant becomes entitled to
purchase.
If: (i) the Company shall take a record of its common shareholders for
the purpose of entitling them to receive a dividend payable otherwise than in
cash, or any other distribution in respect of the Common Shares (including
cash), pursuant to, without limitation, any spin-off, split-off, or distribution
of the Company's assets; or (ii) the Company shall take a record of the holders
of its common shares for the purpose of entitling them to subscribe for or
purchase any shares of any class or to receive any other rights; or (iii) in the
event of any classification, reclassification, or other reorganization of the
shares which the Company is authorized to issue, 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 (iv) in the event 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 of this Warrant at least 30
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, distribution or 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 date, if any is to be fixed, as for which holders of Common Shares of
record shall be entitled to participate in such dividend, distribution, or
rights, or shall be entitled to exchange their Common Shares for securities or
other property deliverable upon such classification, reclassification,
reorganization, consolidation, merger, conveyance, dissolution, liquidation, or
winding up, as the case may be.
If the Company, at any time while this Warrant shall remain unexpired
and unexercised, shall sell all or substantially all of its property, dissolve,
liquidate, or wind up its affairs, the holder of this Warrant may thereafter
receive upon exercise hereof, in lieu of each Common Share 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 sale, dissolution,
liquidation, or winding up with respect to each Common Share of the Company.
The Warrants can be redeemed by the Company after __________ ___, 2001.
The Warrants outstanding at the time of a redemption may be redeemed at the
option of the Company, in whole at any time or in part from time to time, on not
less than 30 days written notice to the holders of such Warrants at a price
equal to $___ per Warrant (the "Redemption Price"); provided, however, that the
holders of record of the Warrant shall in any event have the right to exercise
the Warrants in accordance with the provisions of this Warrant until the
redemption date (the "Redemption Date"). On the Redemption Date, the holders of
record of redeemed Warrants shall be entitled to payment of the Redemption Price
upon surrender of such redeemed Warrants to the Company at the stock transfer
office of the Company. Only Warrants that have been issued and are outstanding
can be redeemed.
Notice of redemption of Warrants shall be given at least 30 days prior
to the Redemption Date by mailing, by registered or certified mail, return
receipt requested, a copy of such notice to all of the holders of record of
Warrants at their respective addresses appearing on the books or transfer
records of the Company or such other address designated in writing by the holder
of record to the Company. From and after the Redemption Date, all rights of the
holders of Warrants (except the right to receive the Redemption Price) shall
terminate.
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In no event shall this Warrant (or the Common Shares issuable upon full
or partial exercise hereof) be offered or sold except in conformity with the Act
and applicable State Acts.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officers and to be sealed with the seal of the Company this
___ day of _______, 2000.
OHIO LEGACY CORP
an Ohio corporation
By:_________________________________
X. Xxxxxx Xxxxx, President and
Chief Executive Officer
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WARRANT EXERCISE NOTICE
To Ohio Legacy Corp
The undersigned owner of this Warrant hereby irrevocably exercises the
option to exercise this Warrant, or portion hereof below designated, into Common
Shares of Ohio Legacy Corp in accordance with the terms of this Warrant, and
directs that the shares issuable and deliverable upon the exercise, together
with any Warrants representing unexercised Warrants, if any, be issued and
delivered to the undersigned unless a different name has been indicated below.
If shares are to be issued in the name of a person other than the undersigned,
the undersigned will pay all transfer taxes payable with respect thereto.
Date: , 200
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Fill in for registration of Common Shares and Warrants if to be issued otherwise
than to the holder hereof.
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(Name) Signature
(must conform in all respects to name of
xxxxxx appearing on face hereof)
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(Address) SOCIAL SECURITY OR TAX Number of Warrants
IDENTIFICATION NUMBER to be Executed:
OF HOLDER:
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Please Print name and address (including
zip code) ------------------------- --------------------
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