EXHIBIT 4.7
SAMPLE WARRANT AGREEMENT
Neither these Warrants nor the shares of Common Stock issuable on exercise of
these Warrants have been registered under the Securities Act of 1933, as amended
(the "Act") or applicable state securities laws. None of such securities may be
sold, assigned, pledged, transferred or otherwise disposed of in the absence of
registration under the Act and registration or qualification under applicable
state securities laws, or an opinion of counsel acceptable to the Company to the
effect that such registrations or qualifications are not required.
MEDIX RESOURCES, INC.
1999 SERIES _ WARRANT CERTIFICATE
DATE ISSUED: ________, 1999
Number of Warrants: ________
Holder: ___________
Address: ____________
Telephone number: _____________
THIS CERTIFIES THAT the holder of this Certificate named above ("Holder") is
entitled to purchase from MEDIX RESOURCES, INC., a Colorado corporation
(hereinafter called the "Company"), on or after __________ and prior to
__________, at $____ per share, the number of shares of the Company's common
stock set forth above ("Common Stock"). The Warrants and all rights thereunder
shall expire on _______________. However, if the closing or last price of the
Common Stock as reported on the OTC Bulletin Board or other recognized quotation
system is $______ or above for ten consecutive trading days after ___________,
the Company, at its option, may upon thirty (30) days prior notice to the
Holder, re-purchase the Warrants from the Holder, at a re-purchase price of $.01
per Warrant, if they are not exercised within such 30-day period or prior to the
end of the three-year exercise period of the Warrants, whichever is shorter. The
further terms and conditions of the Warrants are as follows:
1. These Warrants and the Common Stock issuable on exercise of these Warrants
(the "Underlying Shares") may be transferred, sold, assigned or hypothecated,
only if registered by the Company under the Securities Act of 1933 (the "Act")
and registered or qualified under any applicable state securities laws, or if
the Company has received from counsel to the Holder who is reasonably
satisfactory to the Company a written opinion which is reasonably satisfactory
to the Company to the effect that registration of the Warrants or the Underlying
Shares is not necessary in connection with such transfer, sale, assignment or
hypothecation. Certificates evidencing the Warrants and the Underlying Shares
shall be appropriately legended to reflect this restriction and stop transfer
instructions shall apply.
2. Any permitted assignment of any Warrants shall be effected by the Holder by
(i) executing a form of assignment in the form furnished by the Company, (ii)
surrendering the Warrant Certificate for cancellation at the principal executive
office of the Company (or such other office or agency of the Company as it may
designate by notice in writing to the Holder), accompanied by the opinion of
counsel referred to above, and (iii) unless in connection with an effective
registration statement which covers the sale of the Warrants and or the
Underlying Shares, delivery to the Company of a statement by the transferee (in
a form acceptable to the Company and its counsel) that such Warrants are being
acquired by the transferee for investment and not with a view to its
distribution or resale, whereupon the Company shall issue, in the name or names
specified by the Holder (including the Holder) new Warrant Certificates
representing in the aggregate rights to purchase the same number of Shares as
are purchasable under the Warrant Certificate surrendered. Such Warrants shall
be exercisable immediately upon any such assignment of the number of Warrants
assigned. The transferor will pay all relevant transfer taxes. Replacement
Warrant Certificates shall bear the same legend as is borne by this Certificate
3. The term "Holder" should be deemed to include any permitted record
transferee of this Warrant.
4. The Company covenants and agrees that all shares of Common Stock which
may be issued upon exercise hereof will, upon issuance, be duly and validly
issued, fully paid and non-assessable and no personal liability will attach to
the holder thereof. The Company farther covenants and agrees that, other than as
disclosed to the Holder at the time of its purchase of the Warrants, during the
periods within which this Warrant may be exercised, the Company will at all
times have authorized and reserved a sufficient number of shares of Common Stock
for issuance upon exercise of the Warrants.
5. The Warrants shall not entitle the Holder to any voting rights or other
rights as a stockholder of the Company.
6. In the event that as a result of reorganization, merger, consolidation,
liquidation, recapitalization, stock split, combination of shares or stock
dividends payable with respect to such Common Stock, the outstanding shares of
Common Stock of the Company are at any time increased or decreased or changed
into or exchanged for a different number or kind of share or other security of
the Company or of another corporation, then appropriate adjustments in the
number and kind of such securities then subject to the Warrants and/or the
exercise price of the Warrants shall be made effective as of the date of such
occurrence so that both the position of the Holder upon exercise and the total
exercise price payable on such exercise will be the same as they would have been
had Holder owned immediately prior to the occurrence of such events the Common
Stock subject to the Warrants. Such adjustment shall be made successively
whenever any event listed above shall occur and the Company will notify the
Holder of the Warrants of each such adjustment. Any fraction of a share
resulting from any adjustment shall be eliminated and the price per share of the
remaining shares subject to the Warrants adjusted accordingly.
7. The rights represented by this Warrant Certificate may be exercised at any
time within the period above specified by (i) surrender of this Warrant
Certificate at the principal executive office of the Company (or such other
office or agency of the Company as it may designate by notice in writing to the
Holder), (ii) payment to the Company of the exercise price for the number of
Shares the represented by the Warrants then held by the Holder, together with
any applicable stock transfer taxes, and (iii) unless in connection with an
effective registration statement which covers the sale of Underlying Shares, the
delivery to the Company of a statement by the Holder (in a form acceptable to
Company and its counsel) that such Underlying Shares are being acquired by the
Holder for investment and not with a view to their distribution or resale.
The certificates for the Common Stock so purchased shall be delivered to
the Holder within a reasonable time, not exceeding three business days after all
requisite documentation has been provided, after the rights represented by this
Warrant Certificate shall have been so exercised, and shall bear a restrictive
legend with respect to any applicable securities laws.
8. This Warrant Certificate shall be governed by and construed in accordance
with the laws of the State of Colorado. The Colorado courts shall have exclusive
jurisdiction over this instrument and the enforcement thereof. Service of
process shall be effective if by certified mail, return receipt requested. All
notices shall be in writing and shall be deemed given upon receipt by the party
to whom addressed. This instrument shall be enforceable by decrees of specific
performances well as other remedies.
IN WITNESS WHEREOF, MEDIX REOSURCES, INC. has caused this Warrant
Certificate to be signed by a duly authorized officer, and to
completed and dated as of the date first written above.
MEDIX RESOURCES, INC.
By: ___________________
Title:
