EXHIBIT 4.2
VOID AFTER ____________, 2002
REDEEMABLE SERIES A COMMON STOCK PURCHASE WARRANT
FOR THE PURCHASE OF ___________ SHARES OF COMMON STOCK OF
ENERGY SEARCH, INCORPORATED
NO. ESW WARRANTS
CUSIP 29271T 11 5
THIS CERTIFIES THAT,
is entitled to purchase from ENERGY SEARCH, INCORPORATED, a Tennessee
Corporation (hereinafter called the "Company"), upon the surrender of this
Warrant to the Company at the principal office of the Warrant Agent hereinafter
mentioned (or of its successor as Warrant Agent), provided, and only if, this
Warrant shall be surrendered at any time on and after ____________, 1998 and
before the close of business on __________, 2002, the number of fully paid and
nonassessable shares of Common Stock, no par value ("Common Stock"), set forth
above, evidenced by a certificate therefor, upon payment of the Warrant Price
for the number of shares in respect of which this Warrant is exercised;
provided however, that under certain conditions set forth in the Warrant
Agreement hereinafter mentioned, the number of shares of Common Stock which may
become purchasable pursuant to this Warrant may be adjusted, or property other
than shares of Common Stock may become purchasable pursuant to this Warrant. The
Warrant Price at which the Common Stock shall be purchasable upon the exercise
of Warrants shall be $______ per share, payable upon the exercise of this
Warrant, either in cash or by certified or official bank check, in United States
dollars, to the order of the Warrant Agent. No adjustment shall be made for
any dividends on any shares of stock issuable upon exercise of this Warrant and
no fractional shares shall be issued. The right of purchase represented by this
Warrant is exercisable, at the election of the registered holder hereof, either
as an entirety or from time to time in part only of the shares specified herein
and, in the event that this Warrant is exercised in respect of fewer than all of
such shares, a new Warrant for the remaining number of such shares will be
issued on such surrender.
The Warrant is issued under, and the rights represented hereby are subject
to the terms and provisions contained in a Warrant Agreement dated as of
__________, 1996, between the Company and American Stock Transfer & Trust
Company, as Warrant Agent, to all the terms and provisions of which the
registered holder of this Warrant, by acceptance hereof, asserts. Reference is
xxxxxx made to said Warrant Agreement for a more complete statement of the
rights and limitations of rights of the registered holder hereof, the rights and
duties of the Warrant Agent and the rights and obligations of the Company
thereunder. Copies of said Warrant Agreement are on file at the office of said
Warrant Agent. The Company shall not be required upon the exercise of this
Warrant to issue fractions of shares, but shall make adjustment therefor in cash
as provided in said Warrant Agreement.
This Warrant may be redeemed by the Company, at its option, at any time on
or after __________ , 1998, on thirty days' prior written notice, at $0.05 per
Warrant. If the closing sale price of the Common Stock on any national
securities exchange or the closing bid quotation of the Common Stock on the
NASDAQ Small-Cap Market has equaled or exceeded $____ for twenty consecutive
trading days within the thirty-day period immediately preceding such notice.
The redemption price is subject to adjustment based on adjustments to the
Warrant Price. This Warrant may not be exercised after the close of business on
the day preceding the redemption date.
The Warrant is transferable at the office of the Warrant Agent (or its
successor as warrant agent) by the registered holder hereof in person or by
attorney duly authorized in writing, but only in the manner and subject to the
limitations provided in the Warrant Agreement, and upon surrender of this
Warrant. Upon any such transfer, a new Warrant or new Warrants of different
denominations, of like tenor and representing in the aggregate the right to
purchase a like number of shares of Common Stock will be issued to the
transferee in exchange for this Warrant.
This Warrant and similar Warrants when surrendered at the office of the
Warrant Agent (or its successor as warrant agent) by the registered holder in
person or by attorney duly authorized in writing may be exchanged, in the manner
and subject to the limitations provided in the Warrant Agreement, for another
Warrant, or other Warrants of different denominations, of like tenor and
representing in the aggregate the right to purchase a like number of shares of
Common Stock.
This Warrant may be exercised only if a current prospectus relating to the
Common Stock is then in effect and only if the shares of Common Stock are
qualified for sale under the securities law of the state or states in which the
Warrantholder resides.
If this Warrant shall be surrendered for exercise within any period during
which the transfer books for the Common Stock or other class of stock
purchasable upon the exercise of this Warrant are closed for any purpose, the
Company shall not be required to make delivery of certificates for shares
purchasable upon such exercise until the date of the reopening of said transfer
books.
This Warrant shall not be valid unless countersigned by the Warrant
Agent.
IN WITNESS WHEREOF, Energy Search, Incorporated has caused to be printed
herein the facsimile signatures of its duly authorized officers as of the date
written above.
Dated:
[Seal appears here]
ENERGY SEARCH, INCORPORATED
By: By:
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxx
SECRETARY PRESIDENT
COUNTERSIGNED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
AS WARRANT AGENT
BY
AUTHORIZED OFFICER
ELECTION TO PURCHASE
To Be Executed by the Registered Holder in Order to Exercise Warrants
To: Energy Search, Incorporated
c/o: American Stock Transfer & Trust Company
The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant(s) for, and to purchase thereunder, __________
shares of the stock provided for therein, and requests that certificates for
such shares shall be issued in the name of
PLEASE PRINT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
______________________________
| |
________________________________________________________________________________
(Please Print or Typewrite)
and be delivered to ____________________________________________________________
(Name)
at _____________________________________________________________________________
(Current Address) (City) (State) (Zip Code)
and, if said number of shares shall not be all of the shares purchasable
thereunder, that a new Warrant for the balance remaining of the shares
purchasable under the within Warrant be registered in the name of, and delivered
to, the undersigned at the address stated below.
Dated: ____________________, 19___ Signature:________________________________
Note: The above signature must
Name Warrantholder: ______________ correspond with the name as
(Please Print written upon the face of this
or Typewrite) Warrant in every particular,
without alteration or
Address: _________________________ enlargement or any change
(ILLEGIBLE) whatever.
__________________________________
(City) (State) (Zip Code)
ASSIGNMENT
To Be Executed by the Registered Holder in Order to Assign Warrants
For value received _____________________________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
______________________________
| |
________________________________________________________________________________
(Please Print or Typewrite name and address
including postal zip code of assignee)
________________________________________________________________________________
_________________________________________________________ the within Warrant(s),
________________________________________________________________________________
together with all right, title and interest therein, and do hereby irrevocably
constitute and appoint
________________________________________________________________________attorney
to transfer and Warrant on the books of the within-named Corporation, with full
power of substitution in the premises.
Dated _______________, 19____
Signature:________________________________
Note: The above signature must
correspond with the name as
written upon the face of this
Warrant in every particular,
without alteration or
enlargement or any change
whatever.
