Exhibit 4.9
WORLD DIAGNOSTICS INC.
"D" WARRANT FOR THE PURCHASE OF COMMON SHARES
No. W - ________ Shares of Common Stock
FOR VALUE RECEIVED, WORLD DIAGNOSTICS INC., a Delaware corporation (the
"Company"), hereby certifies that ___________________________ or its permitted
assigns is entitled to purchase from the Company, at any time or from time to
time after July 1, 2001 but prior to 5:00PM on October 1, 2005, _____ Thousand
(________) fully paid and non-assessable shares of common stock, par value $0.01
per share, of the Company for an aggregate purchase price of $_____ (computed on
the basis of $1.625 per share). (Hereinafter, (i) said common shares, together
with any other equity securities which may be issued by the Company in
substitution therefore, are referred to as the "Common Shares", (ii) the Common
Shares purchasable hereunder are referred to as the "Warrant Shares", (iii) the
aggregate purchase price payable hereunder for the Warrant Shares is referred to
as the "Aggregate Warrant Price", (iv) the price payable hereunder for each of
the Warrant Shares, as adjusted in the manner set forth in Section 3, is
referred to as the "Per Share Warrant Price" and (v) this Warrant and all
warrants hereinafter issued in exchange or substitution for the Warrant are
referred to as the "Warrants".) The Aggregate Warrant Price is not subject to
adjustment. The Per Share Warrant Price and the number of Warrant Shares are
subject to adjustment as hereinafter provided.
1. EXERCISE OF WARRANT. This Warrant may be exercised, in whole at
any time or in part from time to time, on and after July 1, 2001,
but prior to 5:00PM on October 1, 2005, by the holder of this
Warrant the ("Holder") by the surrender of this Warrant (with the
subscription form at the end hereof duly executed) at the
principal office of the Company offices at 00000 X.X. 00xx
Xxxxxx, Xxxxxxxx X, Xxxxx , XX 00000, together with proper
payment of the Aggregate Warrant Price applicable on such date,
or the proportionate part thereof if this Warrant is exercised in
part. Payment for Warrant Shares shall be made by check or
checks, payable to the order of the Company. If this Warrant is
exercised in part, this Warrant must be exercised for a whole
number of Warrant Shares, and the Holder is entitled to receive a
new Warrant covering the number of Warrant Shares in respect of
which this Warrant has not been exercised and setting forth the
proportionate part of the Aggregate Warrant Price applicable to
such Warrant Shares. Upon such surrender of this Warrant, the
Company will (a) issue a certificate or certificates in the name
of the Holder for the largest number of whole Warrant Shares to
which the Holder shall be entitled and, if this Warrant is
exercised is whole, in lieu of any fractional share (determined
in such reasonable manner as the Board of Directors of the
Company shall determine), and (b) deliver the other securities
and properties receivable upon the exercise of this Warrant, or
the proportionate part thereof if this Warrant is exercised in
part, pursuant to the provisions of this Warrant.
2. WARRANT CALL PROVISION. The Company shall have no right to call
this Warrant at any time.
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3. RESERVATION OF WARRANT SHARES. The Company agrees that, prior to
the expiration of this Warrant, the Company will at all times
have authorized and will reserve, and will keep available, solely
for issuance or delivery upon the exercise of this Warrant, the
shares receivable upon the exercise of this Warrant, the Warrant
Shares and other securities and properties as from time to time
shall be receivable upon the exercise of this Warrant, free and
clear of all restrictions on sale or transfer (except as may
arise under applicable securities laws) and free and clear of all
preemptive rights.
4. PROTECTION AGAINST DILUTION.
a) If, at any time or from time to time after the date of this
Warrant, the Company shall issue to the holders of the Common
Shares any Common Shares by way of a stock dividend or stock
split (including, without limitation, a reverse stock split),
then, and in each such case, the Per Share Warrant Price on the
date of such stock dividend or stock split shall be adjusted, or
further adjusted, to a price (to the nearest cent) determined by
dividing (i) an amount equal to the number of Common Shares
outstanding immediately prior to such issuance multiplied by the
Per Share Warrant Price in effect immediately prior to such
issuance by (ii) the total number of Common Shares outstanding
immediately after issuance. Upon each adjustment in the Per Share
Warrant Price resulting from a stock split or stock dividend, the
number of Warrant Shares shall be adjusted by dividing the
Aggregate Warrant Price by the Per Share Warrant Price in effect
immediately after such adjustment. Notice of each adjustment and
each such readjustment shall be forthwith mailed to the Holder.
b) If the Company shall be consolidated with or merged into another
corporation, or shall sell all or substantially all of its assets
in part of a reorganization to which the Company is a party
within the meaning on the Internal Revenue Code of 1986, as
presently in effect, or shall issue a security convertible into
its Common Shares as a dividend on its Common Shares, or shall
reclassify or reorganize its capital structure (except a stock
split covered by Subsection 3(a) hereof), each Warrant Share
shall be replaced for the purposes hereof by the securities or
properties issuable or distributable in respect on one Common
Share upon such consolidation, merger, sale, reclassification or
reorganization, and adequate provisions to the effect shall be
made at the time thereof. Notice of such consolidation, merger,
sale, reclassification or reorganization, and of said provisions
so proposed to be made, shall be mailed to the Holder not less
than 15 days prior to such event.
c) If the Company shall sell all or substantially all of its assets,
other than as part of a reorganization to which the Company is a
party within the meaning of the Internal Revenue Code of 1986, as
presently in effect, or shall distribute its assets in
dissolution or liquidation (other than as part of such a
reorganization), the Company shall mail notice thereof to the
Holder and shall make no distribution to shareholders until the
expiration of 15 days from the date of mailing so said notice and
then only to shareholders of record as of date at least 15 days
after the date of the mailing of said notice. If this sale is for
cash, then the outstanding warrants may be converted into common
stock for 1/3 of a common share.
d) If the Board of Directors of the Company shall declare any
dividend or other distribution in cash with respect to the Common
Shares, other than out of surplus, the Company shall mail notice
thereof to the Holder not less than 15 days prior to the record
date fixed for determining shareholders entitled to participate
in such dividend or other distribution.
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5. FULLY PAID SHARES; TAXES. The Company agrees that the Common
Shares represented be each and every certificate for Warrant
Shares delivered on the exercise of this Warrant shall, at the
time of such delivery, be validly issued and outstanding, fully
paid and non-assessable, and the Company will take all such
actions as may be necessary to assure that the par value or
stated value, if any, per Warrant Share is at all time equal to
or less than the then Per Share Warrant Price. The Company
further covenants and agrees that it will pay, when due and
payable, any and all Federal and state stamp, original issue or
similar taxes which may be payable in respect of the issue of any
Warrant Share or Certificate
6. LOSS, ETC. OF WARRANT. Upon receipt of evidence satisfactory to
the Company of the loss, theft, destruction or mutilation of this
Warrant, and of indemnify reasonably satisfactory to the Company,
if lost, stolen or destroyed, and upon surrender and cancellation
of this Warrant, if mutilated, and upon reimbursement of the
Company's reasonably incidental expenses, the Company shall
execute and deliver to the Holder a new Warrant of like date,
tenor and denomination.
7. WARRANT HOLDER NOT SHAREHOLDER. Except as otherwise provided
therein, this Warrant does not confer upon the Holder any right
to vote or to consent or to receive notice as s shareholder of
the Company, as such, in respect of any matters whatsoever, or
any other rights or liabilities as a shareholder, prior to the
exercise hereof.
8. COMMUNICATION. No notice or other communication under this
Warrant shall be effective unless the same is in writing and is
mailed by first class mail, postage prepaid, addressed to:
a) the Company at 00000 X.X. 00xx Xxxxxx, Xxxxxxxx X, Xxxxx, XX
00000 or such other address as the Company has designated in
writing to the Holder, or
b) the Holder at ________________________________________________
or such other address as the Holder has designated in writing
to the Company.
9. HEADINGS. The headings of this Warrant have been inserted as a
matter of convenience and shall not affect the construction
hereof.
10. APPLICABLE LAW. This Warrant shall be governed by and construed
in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, World Diagnostics Inc. has caused this Warrant to
be signed by its President and its corporate seal to be hereunto affixed this
_____ day of _______, 2001.
ATTEST: WORLD DIAGNOSTICS INC.
____________________________________
(Corporate Seal)
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SUBSCRIPTION
The undersigned, ______________________________________________________
pursuant to the provisions of the Warrant, dated ________________ 2001, granted
World Diagnostics Inc. for __________ Common Shares hereby elects to purchase
_______________________________________________ (______________) Common Shares
of World Diagnostics Inc. covered by this Warrant.
Dated:___________________, 2001
Signature: ___________________________________
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