EXHIBIT 10.15
[FORM OF BRIDGE LOAN WARRANT]
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR THE
SECURITIES LAWS OF ANY STATE; THEREFORE, THIS WARRANT AND THE SECURITIES
ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD OR TRANSFERRED EXCEPT UPON SUCH
REGISTRATION OR UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL
SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED FOR SUCH SALE
OR TRANSFER.
WARRANT TO PURCHASE COMMON STOCK
OF
APPLIED VOICE RECOGNITION, INC.
VOID AFTER [THREE YEARS AFTER DATE OF ISSUANCE]
This certifies that, an individual residing in Houston, Texas
("Holder"), is entitled to purchase at any time on or prior to [three years
after date of issuance], [one warrant for each dollar loaned to the Company]
Shares of fully paid and nonassessable shares of Common Stock, $0.01 par value
(the "Common Stock"), of Applied Voice Recognition, Inc., a Utah corporation
(the "Company"), at a price equal to $1.60 per share. This Warrant may be
exercised by surrendering this Warrant with the subscription form hereinafter
set forth fully executed, at the principal office of the Company in Houston,
Texas, accompanied by payment of the full purchase price of the shares so
purchased in cash, and upon compliance with and subject to the conditions set
forth herein. The purchase price per share and the number of shares covered by
this Warrant are subject to adjustment from time to time as hereinafter set
forth.
The purchase price per share of Common Stock from time to time in
effect under this Warrant, and the number and character of shares covered
hereby, shall be subject to adjustments from time to time in certain instances
as follows, and the term "Warrant Price" shall mean the price per share
originally set forth in this Warrant or any price resulting from adjustments
pursuant to the terms hereof.
1. In case the Company shall subdivide its outstanding shares of
Common Stock into a greater number of shares or shall issue in exchange for its
outstanding shares of Common Stock a greater number of shares of Common Stock,
then in each such case from and after the record date for such subdivision or
exchange, the number of shares of Common Stock covered by this Warrant shall be
increased in proportion to such increase in the number of outstanding shares of
Common Stock and the Warrant Price then in effect shall be correspondingly
decreased; and in the case the Company shall reduce the number of shares of its
Common Stock by a combination of shares or shall issue in exchange for its
outstanding shares of Common Stock a lesser number of shares of Common
Stock, then in each such case from and after the record date for such
combination or exchange, the number of shares of Common Stock covered by this
Warrant shall be decreased in proportion to such reduction in the number of
outstanding shares of Common Stock, and the then prevailing Warrant Price shall
be correspondingly increased.
2. In case the Company shall declare and pay a dividend upon its
Common Stock payable in Common Stock, then in each such case from and after the
record date for determining the stockholders entitled to receive such dividend,
the number of shares of Common Stock covered by this Warrant shall be increased
in proportion to the increase in the number of outstanding shares of Common
Stock through such stock dividend, and the then prevailing Warrant Price shall
be correspondingly decreased.
3. In case of any reclassification or change of outstanding shares
of Common Stock (other than as a result of a subdivision, combination or stock
dividend) or in case of the consolidation or merger of the Company with or into
any other corporation (other than a merger in which the Company is the
continuing corporation and which does not result in any reclassification or
change in its outstanding shares of Common Stock), or in case of any sale by the
Company of all or substantially all of its assets to another corporation, the
holder of this Warrant shall have the right thereafter to receive upon exercise
hereof the amount and kind of shares of capital stock and other securities and
property entitled to be received upon such reclassification, change,
consolidation, merger or sale by a holder of the number of shares of Common
Stock of the Company covered by such Warrant at the then prevailing Warrant
Price, subject to subsequent adjustments as provided herein.
4. In case at any time:
(a) the Company shall declare any dividend upon its Common Stock
or make any other distribution to the holders of its Common Stock; or
(b) the Company shall propose to offer for subscription to the
holders of its Common Stock any additional shares of stock of any class of
any other securities or rights; or
(c) the Company shall propose any reclassification or change of
outstanding shares of Common Stock, or any consolidation or merger of the
Company or any sale by the Company of its assets to which paragraphs 1, 2
or 3 would be applicable, then, in any one or more of such cases, the
Company shall cause at least twenty (20) days' prior notice to be mailed to
the registered holder of this Warrant on the date on which the books of the
Company shall close or a record shall be taken for such dividend,
distribution or subscription rights, or for a vote upon such
reclassification, change, consolidation, merger or sale, as the case may
be. In addition, the Company shall mail to the registered holder of this
Warrant copies of each report of communication of the Company mailed to the
holders of its Common Stock simultaneously with such mailing to holders of
Common Stock.
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5. (a) As a condition precedent to the taking of any action which
would cause an adjustment reducing the Warrant Price below the then par value of
the shares of Common Stock issuable upon the exercise hereof, the Company will
take such corporate action as may be necessary in order that it may validly and
legally issue fully paid and nonassessable shares of such Common Stock at such
adjusted Warrant Price.
(b) No adjustment shall be made in the number of shares purchasable
upon exercise of this Warrant in any case in which the adjustment would result
in a change of less than 2/100ths of a share of Common Stock, as such Common
Stock is constituted immediately subsequent to the event giving rise to the
proposed adjustment, except that any action taken by the Company which otherwise
would occasion an adjustment in an amount less than 2/100ths of a share shall be
carried forward and taken into account at the time of any subsequent adjustment
in the number of shares purchasable hereunder.
6. (a) This Warrant or any security issued or issuable upon
exercise of this Warrant may not be offered or sold except in conformity with
the 1933 Act.
(b) The Company may cause the legends set forth at the top of the
first page hereof to be set forth on each Warrant and the following legend to be
set forth on each certificate representing Common Stock issued upon exercise of
this Warrant, unless counsel for the Company is of the opinion as to any such
certificate that such legend is unnecessary:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE OR THE
SECURITIES LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE SOLD OR
TRANSFERRED EXCEPT UPON SUCH REGISTRATION OR UPON DELIVERY TO THE
CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION
THAT REGISTRATION IS NOT REQUIRED FOR SUCH SALE OR TRANSFER.
7. (a) This Warrant may be exercised for all or part of the
shares covered hereby. In the event of a partial exercise of this Warrant, the
Company will issue to the holder hereof the number of shares of Common Stock
purchased under this Warrant, together with a new, similar Warrant for the
unused portion. This Warrant may be subdivided into or combined with similar
Warrants at any time, at the option of the holder hereof, at the principal
office of the Company in Houston, Texas.
(b) The Company shall not be required to issued fractional shares of
Common Stock upon any exercise of Warrants. As to any final fraction of a share
in which the same holder of one or more Warrants, the rights under which are
exercised in the same transaction, would otherwise be entitled to purchase upon
such exercise, the Company shall pay a sum in cash equal to the excess of the
market value of such fractional share (determined in such reasonable manner as
the
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Board of Directors of the Company may prescribe) over the proportional part of
the exercise price represented by such fractional share.
8. The holder of this Warrant shall not be entitled, as such, to any
of the rights of a stockholder of the Company.
9. This Warrant is being issued in connection with that certain
series of bridge loans made to the Company by Holder and certain other parties.
The Company hereby represents and warrants that the form of promissory note and
warrant given to each of the parties making the above described bridge loans
will be identical in substance other than the identity of the parties making the
loan, the amount of the various loans and the amount of the various warrants.
The Company further represents and warrants that for each party making a bridge
loan to the Company, the number of shares that can be purchased pursuant to the
warrant (prior to any adjustment as set forth in such warrant) shall be equal to
the dollar amount of the loan.
IN WITNESS WHEREOF, THE COMPANY HAS CAUSED THIS WARRANT TO BE EXECUTED
BY THE PRESIDENT EFFECTIVE AS OF JUNE ____, 1997 ON THIS ____ DAY OF JULY, 1997.
APPLIED VOICE RECOGNITION, INC.
By:
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Xxxxxxx X. Xxxxxxx, President
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PURCHASE FORM
The undersigned, the Holder of the within Warrant, hereby irrevocably
elects to exercise the purchase rights represented by said Warrant for, and to
purchase thereunder, ________ shares of Common Stock, $0.01 par value per share,
of Applied Voice Recognition, Inc. and herewith makes payment of $___________ in
cash therefor and requests that the certificates for such shares be issued in
the name of _________________________________________ and delivered to
____________________________________, whose address is
_____________________________________________________ and, if such shares shall
not be all of the shares purchasable hereunder, that a new Warrant of like tenor
for the balance of the shares purchasable hereunder be delivered to the
undersigned.
Dated:
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Name:
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Title:
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Address:
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Social Security
or Tax I.D. No.
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