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EXHIBIT 2.2
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VOID AFTER JANUARY 18, 1999 -------------
Warrant
XXXXXX OIL AND GAS COMPANY [LOGO] -------------
WARRANTS TO PURCHASE COMMON STOCK
CUSIP 083288 12 6
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| This Certifies that, When this Warrant has been countersigned as |
| hereinafter provided, |
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| SPECIMEN |
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| or registered assigns, is the owner of Warrants. |
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each of which Warrants entitle the registered holder thereof to purchase at any
time on or before January 18, 1999 one fully paid and non-assessable share of
Common Stock, par value $.01 per share ("Common Stock") of Xxxxxx Oil and Gas
Company, a Delaware corporation (the "Company"), as such stock is constituted
at the date of this Warrant by surrendering this Warrant Certificate, with the
subscription form on the back hereof duly executed, at the Los Angeles office
of First Interstate Bank of California, hereinafter called the Warrant Agent,
or at the office of its successor as Warrant Agent and by paying in full, in
lawful money of the United States, the then current Warrant Price for each
share (initially $11.00 per share, subject to adjustment in certain
circumstances) as to which this Warrant has been exercised, and upon compliance
with and subject to the conditions set forth herein and in the Warrant
Agreement hereinafter referred to.
This Warrant Certificate is issued under and the Warrants evidenced
hereby are subject to the terms and provisions contained in the Warrant
Agreement dated January 18, 1996 between the Company and the holders of the
Warrants (the "Warrant Agreement"). By acceptance of this Warrant Certificate,
the Warrrant holder assents to all terms and provisions of the Warrant
Agreement. Reference is hereby made to the Warrant Agreement for a more
complete statement of the rights and limitations of rights of the registered
holder hereof, and the rights and obligations of the Company thereunder.
Copies of the Warrant Agreement are on file at the offices of the Warrant
Agent.
Upon the occurrence of certain events set forth in the Warrant
Agreement, the purchase price per share and the number of Warrants evidenced
hereby shall be adjusted, all as provided in the Warrant Agreement. No
fractional shares of Common Stock will be issued upon exercise of Warrants, but
in lieu thereof a cash payment will be made, as provided in the Warrant
Agreement.
Upon exercise of the Warrants evidenced hereby for only a portion of the
full shares of Common Stock evidenced hereby, there shall be countersigned and
issued to or upon the order of the holder hereof a new Warrant Certificate
evidencing the number of Warrants not so exercised.
This Warrant Certificate may be exchanged either separately or in
combination with one or more other countersigned Warrant Certificates evidencing
the same aggregate number of Warrants represented by the Warrant Certificate or
Certificates exchanged.
Prior to due presentation for registration of transfer of this Warrant
Certificate, the Company and the Warrant Agent may deem and treat the
registered holder hereof as the absolute owner of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by
anyone other than the Company or the Warrant Agent), for the purpose of any
exercise hereof and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary.
If this Warrant Certificate shall be surrendered upon exercise of the
Warrants evidenced hereby within any period during which the transfer books of
the Company's Common Stock are closed for any purpose, the Company shall not
be required to make delivery of certificates for shares of Common Stock until
the date of the reopening of said transfer books.
No Warrant may be exercised after 5:00 p.m. Los Angeles time on January
18, 1999, and the extent not exercised by such time, all Warrants evidenced
hereby shall become void.
This Warrant Certificate shall not be valid unless countersigned by the
Warrant Agent.
IN WITNESS WHEREOF, Xxxxxx Oil and Gas Company has caused this Warrant
Certificate to be signed manually or in facsimile by its President or one of
its Vice Presidents and the facsimile of its corporate seal to be affixed
hereunto or imprinted hereon and attested by the facsimile signature of its
Secretary or one of its Assistant Secretaries.
XXXXXX OIL AND GAS COMPANY
Dated:
COUNTERSIGNED AND REGISTERED:
FIRST INTERSTATE BANK OF CALIFORNIA
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
[XXXXXX OIL AND GAS COMPANY
CORPORATE SEAL]
By: By:
/s/ Xxxx X. Xxxxxxx /s/ X.X. Xxxxxx
SECRETARY CHAIRMAN AND PRESIDENT
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SUBSCRIPTION FORM
TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE WARRANTS
The undersigned hereby exercises, according to the terms and
conditions thereof, ________ Warrants evidenced by the within Warrant
Certificate to purchase the shares of Common Stock issuable upon exercise of
said Warrants. The undersigned herewith tenders $ ____________________ in
full payment of the purchase price. If said number of Warrants shall not be all
the Warrants evidenced by the within Warrant Certificate, a new Warrant
Certificate for the balance remaining of such Warrants should be registered in
the name, and delivered to, the undersigned at the address stated below.
Dated: _________________ _______________________________________________
NOTICE: The signature on this subscription form
must correspond with the same as written upon
the face of the within Warrant Certificate, in
every particular, without alteration or
enlargement, or any change whatsoever, and must
be guaranteed by a bank (other than a savings
bank), a trust company or a registered
securities broker/dealer.
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
(please print or type name and address)
and be delivered to
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
(please print or type name and address)
ASSIGNMENT
TO BE EXECUTED BY THE REGISTERED HOLDER TO ASSIGN WARRANTS
FOR VALUE RECEIVED, ____________________________________________ hereby sells,
assigns and transfers unto
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
(please print or type name and address and include Social
Security or other identifying number)
______________________________________________________________________________
the within Warrant Certificate, together with all right, title and interest
therein, and doeshereby irrevocably constitute and appoint
_____________________________________________________________________ Attorney,
to transfer said Warrant Certificate on the books of the within named Company,
with full power of substitution in the premises.
Dated: _____________________________ X______________________________________
Signature Guaranteed
_______________________________________
Notice: The signature to the foregoing Assignment must correspond to the name
as written upon the face of this security in every particular, without
alteration or any change whatsoever. Signature(s) must be guaranteed by an
eligible guarantor institution (banks, stock brokers, savings and loan
associations and credit unions with membership in an approved medallion
signature guarantee program).
