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Exhibit 4.2
REDEEMABLE COMMON SHARE PURCHASE WARRANT
XXXXXXXXX MOBILE FUELING, INC.
VOID (UNLESS EXTENDED) AFTER 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER __, 2001
WARRANT WARRANT
NUMBER SHARES
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP _____________________
THIS CERTIFIES THAT, for value received ________________________________________
or registered assigns (the "Warrant Holder"), is entitled to purchase from
XXXXXXXXX MOBILE FUELING, INC., a Florida corporation, (the "Company"), subject
to the terms and conditions hereof and of the Warrant Agreement mentioned
below, at any time from November ___, 1997 until on or before 5:00 p.m. New
York City time, on November ___, 2001 on such later date as the Company may
determine (the "Expiration Date"), the number of fully paid and nonassessable
shares of the Company's Common Stock, no par value (the "Shares") stated above
by surrendering this Warrant Certificate with the Subscription Form on the back
thereof duly executed at the office or at such other office or agency as the
Company may from time to time designate, (the "Warrant Agent"), and by paying
in full, to the Company in lawful money of the United States, $9.00 for each
Share as to which this Warrant Certificate is exercisable (the "Warrant
Exercise Price").
This Warrant may be redeemed at the option of the Company at any time
after 5:00 p.m. New York City time, on November ___, 1997, at such time as the
market price of the Company's Common Stock, no par value, if the average
closing bid price for the Common Stock equals or exceeds $10.50 per share for a
period of twenty (20) consecutive business days ending on the third day prior
to the date of redemption at a redemption price of $.01 per Warrant. The
Company shall send to the Warrantholders being redeemed written notice of
redemption by first class mail not less than thirty (30) days prior to the
date fixed for redemption.
In case the Warrant Holders shall exercise this Warrant with respect to
less than all of the Shares that may be purchased hereunder, a new Warrant
Certificate for the balance shall be countersigned and delivered to or upon the
order of the Warrant Holder.
This Warrant Certificate will not be valid and may not be transferred or
exercised unless countersigned by the Warrant Agent.
This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of November ___, 1996 between the Company and the
Warrant Agent (the "Warrant Agreement") and is subject to the terms and
provisions contained therein, to all of which terms and provisions the holder
of this Warrant Certificate consents by acceptance hereof. In certain
contingencies provided for in the Warrant Agreement, the number of Shares
subject to purchase hereunder and the purchase price per Share thereof are
subject to adjustment. Copies of the Warrant Agreement are on file at the
principal corporate office of the Warrant Agent.
THIS WARRANT SHALL BE VOID AND OF NO EFFECT (UNLESS EXTENDED) AFTER
5:00 P.M. NEW YORK CITY TIME, NOVEMBER ___, 2001.
WITNESS, the facsimile seal of the Company and the facsimile signatures
of its duly authorized officers.
Dated:
Treasurer
Xxxxxxx X. Xxxxxxxxx
President
Xxxxxxxxx Mobile Fueling, Inc.
Corporate Seal
1996
Florida
[SEAL]
Countersigned and Registered:
American Stock Transfer & Trust Co.
(New York, NY)
By Transfer Agent and Registrar
Authorized Signature
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STATEMENT OF OTHER TERMS OF WARRANT
1. The Warrant represented by this Warrant Certificate (the "Warrant")
shall expire at and shall not be exercisable after, 5:00 P.M. New York City
time, on November __, 2001 or on such later date determined by the Company.
2. Notwithstanding that the number of Shares purchasable upon the
exercise of a Warrant may have been adjusted pursuant to the terms of the
Warrant Agreement, the Company shall nonetheless not be required to issue
fractions of Shares upon exercise of a Warrant or to distribute Share
Certificates that evidence fractional shares. In lieu of fractional shares,
there shall be returned to the exercising registered holder of a Warrant upon
such exercise an amount in cash, in United States dollars, equal to the
amount in excess of that required to purchase the largest number of full Shares.
3. If any Shares issuable upon the exercise of this Warrant require
registration or approval of any governmental authority, including, without
limitation, the filing of necessary registration statements or amendments or
supplements thereto under the Securities Act of 1933, as amended, or the taking
of any action under the laws of the United States of America or any political
subdivision thereof before such Shares may be validly issued, then the Company
covenants that it will in good faith and as expeditiously as possible endeavor
to secure such registration or approval or to take such other action, as the
case may be: PROVIDED, HOWEVER, there is no assurance such registration or
approval can be obtained, and in no event shall such Shares be issued and the
Company is hereby authorized to suspend the exercise of all Warrants, for the
period during which it is endeavoring to obtain such registration or approval
or to take such other action.
4. This Warrant Certificate may be exchanged and is transferable at the
principal office of the Warrant Agent by the registered holder hereof or by his
duly authorized representative or attorney, upon surrender of this Warrant
Certificate duly endorsed or accompanied (if so required by the Company or the
Warrant Agent) by a written instrument, or instruments, of transfer
satisfactory to the Company or the Warrant Agent. If the right to purchase less
than all of the Shares covered hereby shall be so transferred, the registered
holder hereof shall be entitled to receive a new Warrant Certificate or Warrant
Certificates covering in the aggregate the remaining whole number of Shares.
5. No Warrant Holder, as such, shall be entitled to vote or receive
dividends or be deemed the holder of Shares for any purpose, nor shall anything
contained in this Warrant Certificate be construed to confer upon any Warrant
Holder, as such, any of the rights of a shareholder of the Company or any right
to vote, give or withhold consent to any action by the Company (whether upon
any recapitalization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings or other action
affecting shareholders (except as provided in the Warrant Agreement), receive
dividends or subscription rights, or otherwise, until this Warrant shall have
been exercised and the Shares purchasable upon the exercise hereof shall have
been delivered as provided in the Warrant Agreement.
6. The Company and the Warrant Agent may deem and treat the registered
holder hereof as the absolute owner of this Warrant Certificate (notwithstanding
any notations of ownership or writing hereon made by anyone other than the
Company or the Warrant Agent) for all purposes and shall not be affected by any
notice to the contrary.
7. This Warrant shall be binding upon any successors or assigns of the
Company.
This Warrant Certificate has been issued as part of a Unit consisting
of the number of Redeemable Common Share Purchase Warrants stated hereon and
shares of Common Stock represented by a stock certificate for a number of
shares of Common Stock of the Company stated thereon.
SUBSCRIPTION FORM
(To Be Executed By The Warrant Holder If He Desires To
Exercise The Warrant In Whole Or In Part)
To: Xxxxxxxxx Mobile Fueling, Inc.
The undersigned ______________________________________________________
hereby irrevocably elects to exercise the right of purchase represented by the
within Warrant Certificate for, and to purchase thereunder, _______ Shares
provided for therein and tenders payment herewith to the order of HEART LABS OF
AMERICA, INC., in the amount of
$________________
The undersigned requests that certificates for such Shares be issued as follows:
Name:___________________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
Soc. Sec. No. or Other I.D. No., if any:________________________________________
Deliver:________________________________________________________________________
Address:________________________________________________________________________
and, if said number of Shares shall not be all the Shares purchasable
hereunder, that a new Warrant Certificates for the balance remaining of the
Shares purchasable under the Warrant Certificate be registered in the name of,
and delivered to, the undersigned at the address stated above.
Date: 19 Signature_______________________________
Note: The signature of this Subscription
must correspond with the name as
written upon the face of this Warrant
Certificate in every particular, without
alteration or enlargement or any change
whatsoever.
ASSIGNMENT
(To Be Signed Only Upon Assignment)
For Value Received, the undersigned hereby sells, assigns and transfers onto
________________________________________________________________________________
________________________________________________________________________Warrants
evidenced by the within Warrant Certificate and appoints.
________________________________________________________________________________
to transfer said Warrant Certificate and Warrants on the books of HEART LABS OF
AMERICA, INC., with the full power of substitution in the premises.
Date: 19 ________________________________________
(Signature must conform in all respects
In the presence of: to the name of Warrant Holder specified
on the face of the Warrant Certificate,
without alteration, enlargement or any
change whatsoever, and the signature
must be guaranteed in the usual manner).
