Exhibit 99.6
TRANCHE A WARRANT
WARRANT TO PURCHASE COMMON STOCK
The Warrant represented by this certificate and the shares of
Common Stock issuable upon the exercise hereof have not been
registered under the Securities Act of 1933, as amended, and may
not be offered, sold, transferred or otherwise disposed of except
in compliance with said Act. This Warrant and such shares are
also subject to the restrictions contained in a Registration
Rights Agreement dated as of May 19, 1995 and the restrictions
contained in a Shareholders Agreement dated as of __________,
1995, copies of which are on file at the office of the Secretary
of the Company.
Certificate Number Certificate for
1 19,444,444
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Warrants
This certificate is transferable
in Denver, Colorado
FOREST OIL CORPORATION
Incorporated under the laws of the State of New York
THIS CERTIFIES THAT, for value received, THE ANSCHUTZ
CORPORATION, a Kansas corporation, or registered assigns, is
entitled to purchase from Forest Oil Corporation, a New York
corporation (the "Company"), at any time after the date of this
Warrant and prior to 5:00 P.M., Denver time, on the Expiration
Date, at the purchase price of $2.10 per share (as such price may
be adjusted pursuant to Section 7, the "Warrant Price") the
number of shares of common stock, $.10 par value per share,
together with the associated rights distributed to the holders of
shares of Company common stock pursuant to the Rights Agreement
dated as of October 14, 1993 between the Company and Mellon
Securities Trust Corporation, as Rights Agent, as amended (the
"Common Stock"), which is equal to the number of Warrants set
forth above (as such number of shares may be adjusted pursuant to
Section 7, the "Warrant Shares").
Section 1. Transferability of Warrants.
1.1 The Warrant Register and Registration. The Secretary of
the Company shall keep or cause to be kept at the office of the
Company books for the registration and transfer (the "Warrant
Register") of this Warrant certificate and any other Warrant
certificate issued hereunder (collectively including the initial
Warrant, the "Warrants"). The Warrants shall be numbered and
shall be registered in the Warrant Register as they are issued.
The Company and the Secretary of the Company shall be entitled to
treat a person as the owner in fact for all purposes of each
Warrant registered in such person's name (each registered owner
is herein referred to as a "Holder") and shall not be bound to
recognize any equitable or other claim to or interest in such
Warrant on the part of any other person, and shall not be liable
for any registration of transfer of Warrants that are registered
or to be registered in the name of a fiduciary or the nominee of
a fiduciary unless made with the actual knowledge that a
fiduciary or nominee is committing a breach of trust in
requesting such registration of transfer, or with such knowledge
of such facts that its participation therein amounts to bad
faith.
1.2 Transfer. The Warrants shall be transferable only on the
Warrant Register upon delivery thereof duly endorsed by the
Holder or by his duly authorized attorney or representative,
which endorsement shall be guaranteed by a bank or trust company
located in the United States of America or by a broker or dealer
that is a member of a registered national securities exchange, or
accompanied by proper evidence of succession, assignment or
authority to transfer. In all cases of transfer by an attorney,
the original power of attorney, duly approved, or an official
copy thereof, duly certified, shall be deposited and remain with
the Secretary of the Company. In case of transfer by executors,
administrators, guardians or other legal representatives, duly
authenticated evidence of their authority shall be produced, and
may be required to be deposited and remain with the Secretary of
the Company in its discretion. Upon any registration of
transfer, the Company shall deliver a new Warrant or Warrants to
the persons entitled thereto. The Holder may transfer the
Warrants and the Warrant Shares without registration under the
Securities Act of 1933 only if the Holder shall deliver to the
Company an opinion of counsel reasonably satisfactory to the
Company that such registration is unnecessary.
1.3 Form of Warrant. The Warrants shall be executed on
behalf of the Company by its Chairman of the Board, President or
one of its Vice Presidents and attested to by the Secretary of
the Company or an Assistant Secretary. The signature of any of
such officers on the Warrants may be manual or facsimile.
Section 0.Xxxxxxxx of Warrant. Each Warrant may be exchanged at
the option of the Holder thereof for another Warrant or Warrants
entitling the Holder thereof to purchase a like aggregate number
of Warrant Shares as the Warrant or Warrants surrendered then
entitle such Holder to purchase. Any Holder desiring to exchange
a Warrant or Warrants shall make such request in writing
delivered to the Secretary of the Company, and shall surrender,
properly endorsed, which endorsement shall be guaranteed as
provided in Section 1.2 hereof if the new Warrant or Warrants are
to be issued other than in the name of the Holder, the Warrant or
Warrants to be so exchanged at the office of the Secretary of the
Company. Thereupon, a new Warrant or Warrants, as the case may
be, as so requested, shall be delivered to the person entitled
thereto .
Section 3. Term of Warrants; Exercise of Warrants.
3.1 Term of Warrants.
(a)Each Holder shall have the right until 5:00 P.M., Denver
time, on __________, 1996(1) (the "Initial Expiration Date" and,
as
extended pursuant to Section 3.1(b), if applicable, the
"Expiration Date"), to purchase from the Company the number of
fully paid and nonassessable Warrant Shares that the Holder may
at the time be entitled to purchase on exercise of such Warrants
at the Warrant Price. After the Expiration Date, any previously
unexercised Warrants shall be void, have no value and be of no
further effect.
(b) The Initial Expiration Date shall be extended to
__________, 199_(2) if, on the Initial Expiration Date, either
(1) pursuant to Section 3.3(a) of the Shareholders Agreement
dated as of _______, 1995(3) between the Company and The Anschutz
Corporation, the Holder may not exercise all Warrants then held
by the Holder and other persons subject to such provisions,
assuming for this purpose that there are no exceptions to the
restriction stated in Section 3.3(a), and/or (2) during a period
of 12 consecutive months beginning on or after _________, 1995(3)
and ending on or before the Initial Expiration Date, the Company
shall have issued or sold any Equity Securities (as defined
below) as consideration, in whole or part, for the acquisition
directly or indirectly by the Company or any other person of any
business or property (whether effected by the purchase thereof,
the merger or consolidation of two or more persons, the
organization by two or more persons of a partnership, joint
venture or other joint investment vehicle or by any other means)
in one or more transactions in which the value of all Equity
Securities transferred as consideration for such businesses and
properties was in excess of $60,000,000 in the aggregate,
provided that, with respect to the condition stated in this
clause (2), the Holder shall have agreed in writing for the
benefit of the Company that, during the period of nine
consecutive months beginning on the date on which the condition
stated in this clause (2) shall have been satisfied, the Holder
shall not transfer to any person the beneficial ownership of any
shares of Common Stock except in one or more transactions
referred to in one or more of clauses (d), (e), (f), (g) (h), (i)
and (j) of Section 3.2 of the Shareholders Agreement. For the
purposes of this Section 3.1(b), the term "Equity Securities"
means any shares of the capital stock of the Company or any other
securities convertible into or exchangeable or exercisable for
any shares of its capital stock, any rights to subscribe for or
to purchase, any options for the purchase of, or any calls,
commitments or claims of any character relating to, any shares of
its capital stock or any securities convertible into or
exchangeable or exercisable for any of the foregoing. If shares
of Common Stock were included in any such consideration in
respect of any such acquisition, the Company shall promptly
determine the value of such shares as of the respective dates of
issuance or sale in a manner consistent with the valuation
procedure specified in Section 7.1(e) and shall disclose such
information to the Holder in writing. The Board of Directors of
the Company shall promptly determine in good faith the value of
any other such consideration, other than cash (the "Noncash
Consideration"), and shall also disclose such information to the
Holder in writing. If the Holder shall by written notice to the
Company dispute the value of any Noncash Consideration so
determined by the Board of Directors of the Company, the value of
such Noncash Consideration shall be determined by an appraisal
of the Noncash Consideration. The appraisal shall be undertaken
by two qualified appraisers with experience in the oil and gas
business, of whom one shall be selected by the Company and the
other shall be selected by the Holder, each within seven days
after delivery of such written notice to the Company by the
Holder. If either the Company or the Holder fails to appoint an
appraiser within seven days, then the Holder or the Company, as
the case may be, shall be entitled to appoint the second
appraiser. The value of such Noncash Consideration shall be the
value determined by those appraisers, who shall consider such
information as may be provided to them by the Company and the
Holder and such other information as they may deem relevant to
the valuation of the interests. If the two appraisers cannot
agree on such value within 14 days after the appointment of the
second appraiser, then within seven days they shall select a
third qualified appraiser with experience in the oil and gas
business. The third appraiser shall consider such information as
may be provided to its by the Company, the Holder and the other
two appraisers and such other information as it may deem relevant
to the valuation of such Noncash Consideration and within 14 days
after its appointment independently calculate the value of such
Noncash Consideration. The value of such Noncash Consideration
shall be the average of the two values determined by the
appraisers which are closest to each other in amount. The
Company and the Holder shall make available to the appraisers all
of the books and records of the Company and such other
information as the appraisers shall reasonably request in order
to ascertain the value of such Noncash Consideration. The fees
and disbursements of the appraisers shall be paid by the Company.
3.2 Exercise of Warrants. A Warrant may be exercised upon
surrender to the Company in care of the Secretary of the Company,
of the Warrant to be exercised, together with the duly completed
and signed form of Election to Purchase attached hereto, and upon
payment to the Company of the Warrant Price for the number of
Warrant Shares in respect of which such Warrant is then
exercised. Payment of the aggregate Warrant Price shall be made
by wire transfer of immediately available funds in accordance
with written wire transfer instructions to be provided by the
Company. Subject to Section 8, upon such surrender of the
Warrant and payment of the Warrant Price as aforesaid, the
Company shall issue and cause to be delivered with all reasonable
dispatch to or upon the written order of the Holder and in such
name or names as the Holder may designate, a certificate or
certificates for the number of full Warrant Shares so purchased
upon the exercise of such Warrants, together with cash, as
provided in Section 8, in respect of any fractional Warrant Share
otherwise issuable upon such surrender. Such certificates or
certificates shall be deemed to have been issued and any person
so designated to be named therein shall be deemed to have become
a holder of record of such Warrant Shares as of the date of the
surrender of such Warrants and payment of the Warrant Price;
provided, however, that if, at the date of surrender of such
Warrant and payment of such Warrant Price, the transfer books for
the Warrant Shares or other class of stock purchasable upon the
exercise of such Warrant shall be closed, the certificates for
the Warrant Shares in respect of which such Warrant is then
exercised shall be issuable as of the date on which such books
shall next be opened (whether before or after the Expiration
Date) and until such date the Company shall be under no duty to
deliver any certificate for such Warrant Shares; provided,
further that the transfer books, unless otherwise required by
law, shall not be closed at any one time for a period longer than
20 days. The rights of purchase represented by the Warrant shall
be exercisable, at the election of the Holders thereof, either in
full or from time to time in part. If a Warrant is exercised in
respect of less than all of the Warrant Shares purchasable on
such exercise at any time prior to the Expiration Date, a new
Warrant evidencing the remaining Warrant Shares will be issued,
and the Company shall deliver the new Warrant pursuant to the
provisions of this Section.
Section 4. Payment of Taxes, Legend.
4.1 Payment of Taxes. The Company will pay all documentary
stamp taxes, if any, attributable to the initial issuance of
Warrant Shares upon the exercise of the Warrant; provided,
however, that the Company shall not be required to pay any tax or
taxes that may be payable in respect of any transfer involved in
the issue or delivery of any Warrant or certificates for Warrant
Shares in a name other than that of the registered Holder of such
Warrant in respect of which such Warrant Shares are initially
issued, and the Company shall not be required to issue or deliver
such certificates unless or until the person or persons
requesting the issuance thereof shall have paid to the Company
the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.
4. 2 Legends.
(a) Each certificate for Warrant Shares and any certificate
issued in exchange therefor or on conversion or upon transfer,
except certificates issued in connection with a sale registered
under the Securities Act of 1933, as amended, and except as
provided below, shall bear the legends to the following effect:
1. "The shares represented by this certificate have not been
registered under the Securities Act of 1933 and may not be
offered, sold, transferred or otherwise disposed of except in
compliance with said Act."
2. "The shares represented by this certificate are subject
to restrictions set forth in the Registration Rights Agreement
dated as of May 19, 1995, a copy of which is on file in the
office of the Secretary of the Company."
3. "The shares represented by this certificate are
subject to the restrictions contained in a Shareholders Agreement
dated as of _________, 1995, a copy of which is on file in the
office of the Secretary of the Company."
4. "This certificate also evidences and entitles the
holder hereof to certain Rights as set forth in a Rights
Agreement between Forest Oil Corporation and Mellon Securities
Trust Company, dated as of October 14, 1993 as amended (the
"Rights Agreement"), the terms of which are hereby incorporated
herein by reference and a copy of which is on file at the
principal executive offices of Forest Oil Corporation. Under
certain circumstances,as set forth in the Rights Agreement, those
Rights will be evidenced by separate certificates and will no
longer be evidenced by this certificate. Forest Oil Corporation
will mail to the holder of this certificate a copy ofthe Rights
Agreement without charge after receipt of a written request
therefor. As described in the Rights Agreement, Rights issued
to or acquired by any Acquiring Person (as defined in the
Rights Agreement) shall, under certain circumstances, become null
and void."
(b) The legend stated in Section 4.2(a)(1) shall be removed
by delivery of one or more substitute certificates without such
legend if the holder thereof shall have delivered to the Company
a copy of a letter from the staff of the Securities and Exchange
Commission or an opinion of counsel, in form and substance
reasonably satisfactory to the Company, to the effect that the
legend is not required for purposes of the Securities Act of
1933, as amended.
(c) The legend stated in Section 4.2(a)(2) shall be removed
at such time as the Warrant Shares are no longer subject to the
Registration Rights Agreement referenced therein.
(d) The legend stated in Section 4.2(a)(3) shall be removed
in accordance with the terms of the Shareholders Agreement.
Section 5.Mutilated or Missing Warrants.If any Warrant shall be
mutilated, lost, stolen or destroyed, the Company shall issue and
deliver in exchange and substitution for and upon cancellation of
the mutilated Warrant, or in lieu of and substitution for the
Warrant lost, stolen or destroyed, a new Warrant of like tenor
and representing an equivalent right or interest; but only upon
receipt of evidence reasonably satisfactory to it. An applicant
for such a substitute Warrant shall also comply with such other
reasonable requirements and pay such other reasonable charges as
the Company may prescribe.
Section 6. Reservation of Warrant Shares; Purchase of Warrants.
6.1 Reservation of Warrant Shares. There have been reserved,
and the Company shall at all times keep reserved, free from
preemptive rights, out of its authorized Common Stock, the number
of shares of Common Stock sufficient to provide for the exercise
of the rights of purchase represented by the outstanding
Warrants. The transfer agent and every subsequent transfer agent
for any shares of the Company's capital stock issuable upon the
exercise of any of the rights of purchase will be irrevocably
authorized and directed at all times to reserve such number of
authorized shares as shall be required for such purpose. The
Company will keep a copy of each Warrant on file with every
transfer agent for any shares of the Company's capital stock
issuable upon the exercise of the rights of purchase represented
by the Warrants. Each transfer agent for the Common Stock is
hereby irrevocably authorized to cause to be issued from time to
time the stock certificates required to honor outstanding
Warrants upon exercise thereof in accordance with the terms
hereof. The Company will supply such transfer agent with duly
executed stock certificates for such purpose and will provide or
otherwise make available any cash which may be payable as
provided in Section 8 hereof. All Warrants surrendered in the
exercise of the rights thereby evidenced shall be cancelled by
the Company and retired. Promptly after the Expiration Date, the
Secretary of the Company shall certify to the Company the
aggregate number of Warrants then outstanding, and thereafter no
shares of Common Stock shall be subject to reservation in respect
of such Warrants.
The Company covenants that all shares issued upon
exercise of the Warrants will, upon issuance in accordance with
the terms hereof, be fully paid and nonassessable and free from
all taxes, liens, charges and security interests created by the
Company with respect to the issuance thereof.
6.2 Purchase of Warrants by the Company. The Company shall
have the right, except as limited by law, other agreements or
herein, to purchase or otherwise acquire Warrants at such times,
in such manner and for such consideration as it may deem
appropriate.
6.3 Cancellation of Warrants. If the Company shall purchase
or otherwise acquire Warrants, the same shall thereupon be
cancelled by the Company and retired. The Company shall cancel
any Warrant surrendered for exchange, substitution, transfer or
exercise in whole or in part.
Section 7. Adjustment of Warrant Price and Number of Warrant
Shares. The number and kind of securities purchasable upon the
exercise of each Warrant and the Warrant Price shall be subject
to adjustment from time to time upon the happening of certain
events, as hereinafter described.
7.1 Mechanical Adjustments. The number of Warrant Shares
purchasable upon the exercise of each Warrant and the Warrant
Price payable in connection therewith shall be subject to
adjustment from time to time as follows:
(a) If the Company shall at any time pay a dividend on its
Common Stock (including, if applicable, shares of such stock held
by the Company in treasury) in shares of its Common Stock,
subdivide its outstanding shares of Common Stock into a larger
number of shares or combine its outstanding shares of Common
Stock into a smaller number of shares, the number of Warrant
Shares issuable upon exercise of this Warrant immediately prior
thereto shall be adjusted so that this Warrant shall thereafter
be exercisable for the number of Warrant Shares equal to the
number of shares of Common Stock which the Holder would have held
after the happening of any of the events described above had this
Warrant been exercised in full immediately prior to the happening
of such event. An adjustment made pursuant to this paragraph (a)
shall become effective retroactively to the record date in the
case of a dividend and shall become effective on the effective
date in the case of a subdivision or combination.
(b) If the Company shall issue rights or warrants to all
holders of shares of Common Stock for the purpose of entitling
them (for a period not exceeding forty-five (45) days from the
date of issuance) to subscribe for or purchase shares of Common
Stock at a price per share (taking into account any consideration
received by the Company for such rights or warrants, the value of
such consideration, if other than cash, to be determined in good
faith by the Board of Directors) less than the average market
price per share (determined as provided below) of the Common
Stock on the declaration date for such issuance, then in each
such case, the number of Warrant Shares thereafter issuable upon
exercise of this Warrant after such record date shall be
determined by multiplying the number of Warrant Shares issuable
upon exercise of this Warrant on the date immediately preceding
such declaration date by a fraction, the numerator of which shall
be the sum of the number of shares of Common Stock outstanding on
such declaration date and the number of additional shares of
Common Stock so offered for subscription or purchase in
connection with such rights or warrants, and the denominator of
which shall be the sum of the number of shares of Common Stock
outstanding on such declaration date and the number of shares of
Common Stock which the aggregate offering price of the total
number of shares so offered would purchase at such average market
price; provided, however, if all the shares of Common Stock
offered for subscription or purchase are not delivered upon the
exercise of such rights or warrants, upon the exercise of such
rights or warrants the number of Warrant Shares issuable upon
exercise of this Warrant shall thereafter be readjusted to the
number of Warrant Shares which would have been in effect had the
numerator and the denominator of the foregoing fraction and the
resulting adjustment been made based upon the number of shares of
Common Stock actually delivered upon the exercise of such rights
or warrants rather than upon the number of shares of Common Stock
offered for subscription or purchase. Such adjustment shall be
made whenever any such rights or warrants are issued, and shall
become effective on the date of issuance retroactive to the
record date for determination of shareholders entitled to receive
such rights or warrants. For the purposes of this paragraph (b),
the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Company.
(c) If the Company shall distribute to all the holders of
Common Stock (i) any rights or warrants to subscribe for or
purchase any security of the Company (other than those referred
to in paragraph (b) above) or any evidence of indebtedness or
other securities of the Company (other than Common Stock), or
(ii) assets (other than cash) having a fair market value (as
determined in a resolution adopted by the Board of Directors of
the Company, which shall be conclusive evidence of such fair
market value) in an amount during any 12-month period equal to
more than 10% of the market capitalization (as defined below) of
the Company, then in each such case the number of Warrant Shares
issuable upon exercise of this Warrant shall be, after the record
date for determination of the shareholders entitled to receive
such distribution, determined by multiplying the number of
Warrant Shares issuable upon exercise of this Warrant on the day
immediately preceding the date of declaration or authorization by
the Board of Directors of the Company of such distribution by a
fraction, the numerator of which shall be the average market
price per share (determined as provided in paragraph (e) below)
of the Common Stock on such declaration date, and the denominator
of which shall be such average market price per share less the
then fair market value (as determined by the Board of Directors
of the Company as provided above) of the portion of the assets,
rights, warrants, evidences of indebtedness or other securities
so distributed applicable to one share of Common Stock. Such
adjustment shall become effective retroactively immediately after
the declaration date. The term "market capitalization" shall
mean an amount determined by multiplying the number of shares of
Common Stock outstanding on such declaration date by the average
market price per share (determined as provided in paragraph (e)
below) of the Common Stock on such declaration date.
(d) In case of any capital reorganization or any
reclassification (other than a change in par value) of the
capital stock of the Company, or of any exchange or conversion of
the Common Stock for or into securities of another corporation,
or in case of the consolidation or merger of the Company with or
into any other person (other than a merger which does not result
in any reclassification, conversion, exchange or cancellation of
outstanding shares of Common Stock) or in case of any sale or
conveyance of all or substantially all of the assets of the
Company, the person formed by such consolidation or resulting
from such capital reorganization, reclassification or merger or
which acquires such assets, as the case may be, shall make
provision such that this Warrant shall thereafter be exercisable
for the kind and amount of shares of stock, other securities,
cash and other property receivable upon such capital
reorganization, reclassification of capital stock, consolidation,
merger, sale or conveyance, as the case may be, by a holder of
the shares of Common Stock equal to the number of Warrant Shares
issuable upon exercise of this Warrant immediately prior to the
effective date of such capital reorganization, reclassification
of capital stock, consolidation, merger, sale or conveyance,
assuming (i) such holder of Common Stock of the Company is not a
person with which the Company consolidated or into which the
Company merged or which merged into the Company or to which such
sale or transfer was made as the case may be ("constituent
entity"), or an affiliate of a constituent entity, and (ii) such
person failed to exercise his rights of election, if any, as to
the kind or amount of securities, cash and other property
receivable upon such capital reorganization, reclassification of
capital stock, consolidation, merger, sale or conveyance and, in
any case appropriate adjustment (as determined by the Board of
Directors) shall be made in the application of the provisions
herein set forth with respect to rights and interests thereafter
of the Holder, to the end that the provisions set forth herein
(including the specified changes in and other adjustments of the
number of Warrant Shares issuable upon exercise of this Warrant)
shall thereafter be applicable, as near as reasonably may be, in
relating to any shares of stock or other securities or other
property thereafter deliverable upon exercise of this Warrant.
(e)For the purpose of any computation under this Section 7,
the average market price per share of Common Stock on any date
shall be the average of the daily closing prices for the fifteen
(15) consecutive trading days commencing twenty (20) trading days
before the date of declaration or authorization by the Board of
Directors of the Company of such issuance or distribution. The
closing price for each day shall be the last reported sales price
regular way or, in case no such sale takes place on such day, the
average of the closing bid and asked prices regular way, in
either case on the principal national securities exchange on
which the Common Stock is listed or admitted to trading, or, if
not listed or admitted to trading on any national securities
exchange, on NASDAQ National Market System or, if the Common
Stock is not listed or admitted to trading on any national
securities exchange or quoted on NASDAQ National Market System,
the average of the closing bid and asked prices as furnished by
any New York Stock Exchange member firm selected from time to
time by the Board of Directors of the Company for such purpose or
if no such prices are available, the fair market value of the
Common Stock as determined by good faith action of the Board of
Directors of the Company.
(f) All calculations under this Section 7 shall be made to
the nearest one-thousandth of a share of Common Stock.
(g) Whenever the number of Warrant Shares purchasable upon
the exercise of this Warrant is adjusted as herein provided, the
Warrant Price payable upon exercise of this Warrant shall be
adjusted by multiplying such Warrant Price immediately prior to
such adjustment by a fraction, the numerator of which shall be
the number of Warrant Shares purchasable upon the exercise of
this Warrant immediately prior to such adjustment, and the
denominator of which shall be the number of Warrant Shares so
purchasable immediately thereafter.
(h) In case of any consolidation or merger of the Company
with or into another entity (whether or not the Company is the
surviving entity) or in case of any sale, transfer or lease of
all or substantially all of the assets of the Company, the
Company or such successor or purchasing entity, as the case may
be, shall execute with the Holder an agreement that the Holder
shall have the right thereafter upon payment of the Warrant Price
in effect immediately prior to such action to purchase upon
exercise of this Warrant the kind and amount of shares and other
securities, cash and property that the Holder would have owned or
would have been entitled to receive after the happening of such
consolidation, merger, sale, transfer, lease or conveyance had
this Warrant been exercised in full immediately prior to such
action, and if the successor or purchasing entity is not a
corporation, such person shall provide appropriate tax
indemnification with respect to such shares or other securities
and property so that upon exercise of this Warrant, the Holder
would have the same benefits it otherwise would have had if such
successor or purchasing person were a corporation. Such
agreement shall provide for adjustments that shall be as nearly
equivalent as may be practicable to the adjustments provided for
in Sections 7(a) through 7(h), inclusive. The provisions of this
Section 7(h) shall similarly apply to successive consolidations,
mergers, sales or conveyances.
(i) For the purpose of this Section 7, the term "shares of
Common Stock" shall mean (i) the class of stock designated as the
Common Stock of the Company at the date of this Warrant or (ii)
any other class of stock resulting from successive changes or
reclassification of such shares consisting solely of changes in
par value, or from par value to no par value, or from no par
value to par value. In the event that at any time, as a result
of an adjustment made pursuant to paragraph (a) through (d)
above, the Holder shall become entitled to receive any shares of
the Company other than shares of Common Stock, thereafter the
number of such other shares so receivable upon exercise of this
Warrant and the Warrant Price shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Warrant Shares
contained in paragraphs (a) through (h), inclusive, above, and
the provisions of Subsections 7.2, 7.3, 7.4 and 7.5, inclusive,
with respect to the Warrant Shares, shall apply on like terms to
any such other shares.
(j) Upon the expiration of any rights, options, warrants or
exercise or exchange privileges the issuance of which shall have
resulted in an adjustment of the Warrant Price, if any thereof
shall not have been exercised, the Warrant Price shall, upon such
expiration, be readjusted and shall thereafter be such as it
would have been had it been originally adjusted (or had the
original adjustment not been required, as the case may be) as if
(1) the only shares of Common Stock so issued were the shares of
Common Stock, if any, actually issued or sold upon the exercise
of such rights, options, warrants, exchange privileges or
exercise rights and (2) such shares of Common Stock, if any, were
issued or sold for the consideration actually received by the
Company upon such exercise plus the consideration, if any,
actually received by the Company for the issuance, sale or grant
of all of such rights, options, warrants or exercise rights
whether or not exercised; provided that no such readjustment
shall have the effect of increasing the Warrant Price or
decreasing the number of Warrant Shares purchasable upon the
exercise of this Warrant by an amount in excess of the amount of
the adjustment initially made in respect to the issuance, sale or
grant of such rights, options, warrants or exercise rights.
7.2 Time of Adjustments. Each adjustment required by Section
7 shall be effective as and when the event requiring such
adjustment occurs.
7.3 Notice of Adjustment. Whenever the number of Warrant
Shares purchasable upon the exercise of each Warrant or the
Warrant Price is adjusted as herein provided, the Company shall
promptly mail by first class mail, postage prepaid, each Holder
certificate of a firm of independent public accountants selected
by the Board of Directors of the Company (who may be the regular
accountants employed by the Company) setting forth the number of
Warrant Shares purchasable upon the exercise of each Warrant and
the Warrant Price after such adjustment, setting forth a brief
statement of the facts requiring such adjustment and setting
forth the computation by which such adjustment was made. Such
certificate shall be conclusive evidence of the correctness of
such adjustment.
7.4 No Adjustment for Dividends. Except as provided in
subsection 7.1, no adjustment in respect of any dividends shall
be made during the term of a Warrant or upon the exercise of a
Warrant.
7.5 Statement on Warrants. Irrespective of any adjustments
in the Warrant Price or the number or kind of shares purchasable
upon the exercise of Warrants, Warrants theretofore or thereafter
issued may continue to express the same price and number and kind
of shares as are stated in the initial Warrant.
Section 8. Fractional Interests. The Company shall not be
required to issue fractional Warrant Shares on the exercise of
Warrants. If more than one Warrant shall be presented for
exercise in full at the same time by the same Holder, the number
of full Warrant Shares that shall be issuable upon the exercise
thereof shall be computed on the basis of the aggregate number of
Warrant Shares purchasable on exercise of the Warrants so
presented. If any fraction of a Warrant Share would, after
giving effect to the provisions of this Section 8, be issuable on
the exercise of any Warrant (or specified portion thereof), the
Company shall, in lieu of issuance of such fraction of a Warrant
Share, calculate and pay an amount in cash equal to the closing
price per Warrant Share on the trading day immediately preceding
the date of exercise of the Warrant multiplied by such fraction.
The closing price shall be the last reported sales price regular
way or, in case no such sale takes place on such day, the average
of the closing bid and asked prices regular way, in either case
on the principal national securities exchange on which the Common
Stock is listed or admitted to trading, or, if not listed or
admitted to trading on any national securities exchange, on
NASDAQ National Market System or, if the Common Stock is not
listed or admitted to trading on any national securities exchange
or quoted on NASDAQ National Market System, the average of the
closing bid and asked prices as furnished by any New York Stock
Exchange member firm selected from time to time by the Board of
Directors of the Company for such purpose or if no such prices
are available, the fair market value of the Common Stock as
determined by good faith action of the Board of Directors of the
Company.
Section 9. No Rights as Shareholder;Notices to Holders. Nothing
contained in this Warrant or in any of the Warrants shall be
construed as conferring upon the Holders or their transferees the
right to vote or to receive dividends or to consent or to receive
notice as shareholders in respect of any meeting of shareholders
for the election of directors of the Company or any other matter,
or any rights whatsoever as shareholders of the Company. If,
however, at any time prior to the expiration of the Warrants and
prior to their exercise, any of the following events shall occur:
(a) the Company shall declare any dividend (or any other
distribution) on Common Stock, other than a cash dividend or
shall declare or authorize repurchase of in excess of 10% of the
then outstanding shares of Common Stock; or
(b) the Company shall authorize the granting to all holders
of Common Stock of rights or warrants to subscribe for or
purchase any shares of stock of any class or any other rights or
warrants; or
(c) The Company shall propose any capital reorganization,
recapitalization, subdivision or reclassification of Common Stock
(other than a subdivision or combination of the outstanding
Common Stock or Stock, or a change in par value, or from par
value to no par value or from no par value to par value), or any
consolidation or merger to which the Company is a party for which
approval of any shareholders of the Company shall be required, or
the sale, transfer or lease of all or substantially all of the
assets of the Company; or
(d) the voluntary or involuntary dissolution,liquidation or
winding up of the Company (other than in connection with a
consolidation, merger, or sale of all or substantially all of its
property, assets and business as an entirety) shall be proposed;
then in any one or more of said events, the Company shall give
notice in writing of such event to the Holders at least 15 days
prior to the date fixed as a record date or the date of closing
the transfer books for the determination of the shareholders
entitled to such dividend, distribution, or subscription rights,
or for the determination of shareholders entitled to vote on such
proposed consolidation, merger, sale, transfer or lease of
assets, dissolution, liquidation or winding up.
Section 10. Notices. All notices, requests and other
communications with respect to the Warrants shall be in writing.
Communications may be made by telecopy or similar writing. Each
communication shall be given to the Holder at the address in the
Warrant Register and the Company at its offices in Denver,
Colorado, or at any other address as the party may specify for
this purpose by notice to the other party. Each communication
shall be effective (1) if given by telecopy, when the telecopy is
transmitted to the proper address and the receipt of the
transmission is confirmed, (2) if given by mail, 72 hours after
the communication is deposited in the mails properly addressed
with first class postage prepaid or (3) if given by any other
means, when delivered to the proper address and a written
acknowledgement of delivery is received.
Section 11. No Waivers; Remedies; Specific Performance.
(a)Prior to the Expiration Date, no failure or delay by any
party in exercising any right, power or privilege with respect to
the Warrants shall operate as a waiver of the right, power or
privilege. A single or partial exercise of any right, power or
privilege shall not preclude any other or further exercise of the
right, power or privilege or the exercise of any other right,
power or privilege. The rights and remedies provided in the
Warrants shall be cumulative and not exclusive of any rights or
remedies provided by law.
(b)In view of the uniqueness of the Warrants,a Holder would
not have an adequate remedy at law for money damages in the event
that any of the obligations arising under the Warrants is not
performed in accordance with its terms, and the Company therefore
agrees that the Holders shall be entitled to specific enforcement
of the terms of the Warrants in addition to any other remedy to
which they may be entitled, at law or in equity.
Section 12. Amendments, Etc. No amendment, modification,
termination, or waiver of any provision of a Warrant, and no
consent to any departure from any provision of the Warrant, shall
be effective unless it shall be in writing and signed and
delivered by the Company and the Holder, and then it shall be
effective only in the specific instance and for the specific
purpose for which it is given. The rights of the Holder and the
terms and provisions of this Warrant including, without
limitation, the performance of the obligations of the Company
hereunder, shall not be affected in any manner whatsoever by the
terms and provisions of any other agreement, whether entered into
prior to or after the date of this Warrant.
Section 13.Governing Law. The Warrants shall be governed by and
construed in accordance with the internal laws of the State of
New York. All rights and obligations of the Company shall be in
addition to and not in limitation of those provided by applicable
law.
Section 14. Severability of Provisions. Any provision of the
Warrants that is prohibited or unenforceable in any jurisdiction
shall, as to that jurisdiction, be ineffective to the extent of
the prohibition or unenforceability without invalidating the
remaining provisions of the Warrants or affecting the validity or
enforceability of the provision in any other jurisdiction.
Section 15.Headings and References.Headings in the Warrants are
included for the convenience of reference only and do not
constitute a part of the Warrants for any other purpose.
References to parties and sections in the Warrant are references
to the parties or the sections of the Warrant, as the case may
be, unless the context shall require otherwise.
Section 16.Exclusive Jurisdiction. Each of the Company and the
Holder, by acceptance hereof, (1) agrees that any legal action
with respect to the Warrant shall be brought exclusively in the
courts of the State of New York or of the United States of
America for the Southern District of New York, (2) accepts for
itself and in respect of its property, generally and
unconditionally, the jurisdiction of those courts and (3)
irrevocably waives any objection, including, without limitation,
any objection to the laying of venue or based on the grounds of
forum non conveniens, which it may now or hereafter have to the
bringing of any legal action in those jurisdictions; provided,
however, that each of the Company and the Holder may assert in a
legal action in any other jurisdiction or venue each mandatory
defense, third-party claim or similar claim that, if not so
asserted in such action, may not be asserted in an original legal
action in the courts referred to in clause (1) above.
Section 17. Waiver of Jury Trial. Each of the Company and the
Holder waives, by acceptance hereof, any right to a trial by jury
in any legal action to enforce or defend any right under the
Warrants or any amendment, instrument, document or agreement
delivered, or which in the future may be delivered, in connection
with the Warrants and agrees that any legal action shall be tried
before a court and not before a jury.
Section 18. Merger or Consolidation of the Company. The Company
will not merge or consolidate with or into any other corporation
unless the corporation resulting from such merger or
consolidation (if not the Company) shall expressly assume, by
supplemental agreement, the due and punctual performance and
observance of each and every covenant and condition of this
Warrant to be performed and observed by the Company.
-----------------------------------
THIS WARRANT is executed by the Company on the date set
forth below in New York, New York.
Dated: __________, 1995 FOREST OIL CORPORATION
Attest: By:
----------------- -----------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
FOOTNOTES:
(1) The date that is 18 months after the Second Closing Date.
(2) The date that is 36 months after the Second Closing Date.
(3) The date that is the Second Closing Date.
S-1
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FOREST OIL CORPORATION
Election to Purchase
Mail Address
------------------- --------------------
------------------- --------------------
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The undersigned hereby irrevocably elects to exercise the
right of purchase represented by the within Warrant for and to
purchase thereunder, shares of the stock provided for herein, and
requests that certificates for such shares be issued in the name
of
----------------------------------------------------
----------------------------------------------------
(Please Print Name, Address and Social Security No.)
----------------------------------------------------
and, if said number of shares shall not be all the shares
purchasable thereunder, that a new Warrant Certificate for the
balance remaining of the shares purchasable under the within
Warrant Certificate be registered in the name of the undersigned
holder of this Warrant or his Assignee as below indicated and
delivered to the address stated below.
Date:_________________ , 19___.
Name of holder of this Warrant or Assignee:
(Please Print) ----------------
Address:
----------------------------------
----------------------------------
Signature:
--------------------------------
Note: The above signature must correspond with the name as
written upon the face of this Warrant Certificate in every
particular without alteration or enlargement or any change
whatever unless this Warrant has been assigned.
Signature Guaranteed:
-----------------------------------
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ASSIGNMENT
(To be signed only upon assignment of Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]
---------------- -----------------------------
-----------------------------------------------
Attorney to transfer said Warrant on the books of the Company,
with full power of substitution in the premises.
DATED: ____________ , 19___.
Signature of Registered Holder:
----------------------------
Note: The above signature must correspond with the name as
written upon the face of this Warrant Certificate in every
particular without alteration or enlargement or any change
whatever unless this Warrant has been assigned.
Signature Guaranteed:
-------------------------------
