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Exhibit 4.1
THE ATTACHED WARRANT IS ISSUED TO XXXXX AS BANK ESCROW AGENT IN
ACCORDANCE WITH THE TERMS OF A SETTLEMENT AGREEMENT (THE "SETTLEMENT
AGREEMENT"), DATED JULY 17,1993 BY AND BETWEEN XXXXX X. XXXX, AMERICAN
MEDICAL TECHNOLOGIES, INC. XXX XXXXX, XXXXX-XXXXX INTERESTS, INC. AND
XXXXXXX XXXXXXX (COLLECTIVELY, "PLAINTIFFS"), AND WASTE SYSTEMS, INC.
XXXXX XXXXXXXX, XXXXXXX XXXXXXX, XXXXXXX XXXXXX, XXX XXXXXXX AND 3C1
COMPLETE COMPLIANCE CORPORATION (THE "COMPANY"). NOTWITHSATNDING THE
TERMS AND PROVISIONS OF THE ATTACHED WARRANT, SUCH WARRANT, OR ANY
PORTION THEREOF, MAY NOT BE RELEASED FROM ESCROW EXCEPT IN ACCORDANCE
WITH THE TERMS OF THE SETTLEMENT AGREEMENT AND ANY AMENDMENTS THERETO,
AND UPON WRITTEN INSTRUCTIONS TO XXXXX BANK OR ANY SUCCESSOR ESCROW
AGENT THAT HAVE BEEN SIGNED BY COUNSEL TO THE PLAINTIFFS AND THE
COMPANY.
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THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF EXCEPT IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE ACT
OR IN COMPLIANCE WITH AN EXEMPTION THEREFROM.
NO. OF SHARES: 11,061 WARRANT NO. 3C1 -348
WARRANTHOLDER: XXXXX BANK AS ESCROW AGENT
WARRANT
TO PURCHASE COMMON SHARES OF
3C1 COMPLETE COMPLIANCE CORPORATION
EXPIRING APRIL 6, 2000
This certifies that, for value received, Xxxxx Bank as Escrow Agent, or
registered nominee (the "Holder") is entitled to purchase from 3C1 COMPLETE
COMPLIANCE CORPORATION (the "Company"), a Delaware corporation, at any time
after the date hereof until 5:00 P.M., Houston time, on April 6, 2000, the
number of Common Shares, par value of $.01 per share, of the Company set forth
above at a Purchase Price of $1.50 per share in la money of the United States of
America.
SECTION 1. Definitions. For all purposes of this Warrant the following
terms shall have the meanings indicated:
"Initial Purchase Price" shall mean the initial purchase
price of U.S. $1.50 per Common Share as herein before set forth.
"Purchase Price" shall mean the Initial Purchase Price or the
Initial Purchase Price as the Initial Purchase Price may hereafter be
adjusted from time to time pursuant to the provisions of Sections 5 and
8 hereof.
"Commission" shall mean the Securities and Exchange
Commission, or any other Federal agency then administering the
Securities Act.
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"Common Shares" shall mean the "Common Shares" of the Company
as hereinafter defined in Section 6 hereof.
"Company" shall mean 3C1 COMPLETE COMPLIANCE CORPORATION. A
Delaware corporation, and any corporation, which shall succeed to, or
assume, the obligations of said corporation hereunder.
"Exchange Act " shall mean the Securities and Exchange Act of
1934, or any similar Federal statute, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the
time.
"Securities Act" shall mean the Securities Act of 1933, or any
similar Federal statutes, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
"Transfer" as used in Section 4 hereof shall include any
disposition of this Warrant or any Warrant Shares, or of any interest
in either thereof which would constitute a sale thereof within the
meaning of the Securities Act.
"Warrantholders" shall mean the registered holder or holders
of this Warrant.
"Warrant Shares" shall mean the Common Shares purchased or
purchasable by the registered holders of this Warrant upon the exercise
thereof pursuant to Section 2 hereof.
"Warrant" shall mean this Warrant (and all Warrants issued in
exchange, transfer or replacement of any thereof), identical as to
terms and conditions and date, except as to the number of Common Shares
for which they may be exercised, evidencing the rights to purchase
initially up to an aggregate of 11,061 Common Shares.
"Market Price" means (i) the closing sale price on the date of
issuance of any Common Shares as reported on the principal securities
exchange on which the Common Shares are then listed or admitted to
trading or (ii) if not so listed, the average of the closing bid and
ask prices on that date as reported on the Nasdaq National Market
System or Nasdaq Small-Cap Market, or (ii) if not quoted on Nasdaq, the
average of closing bid and ask prices for Common shares as quoted by
the National Quotations Bureau pink sheets or the National Association
of Securities Dealers OTC Bulletin Board System. If the price of Common
Shares shall not be so quoted, Market Price shall mean the fair market
value of a Common Share as determined by an investment banking firm
with expertise in the Company's area of business appointed by the judge
of the 269th Judicial District Court, Xxxxxx County, Texas.
All terms used in this Warrant which are not defined in Section 1
hereof have the meanings respectively set forth therefor elsewhere in this
Warrant.
SECTION 2. Exercise of this Warrant. This Warrant may be exercised at any
time and from time to time prior to expiration. In order to exercise this
Warrant in whole or in part, the registered
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holder hereof shall complete the Subscription Form attached hereto, and deliver
to the Company this Warrant and cash in an amount equal to the then aggregate
Purchase Price of the Common Shares being purchased at its office or agency in
Shreveport, Louisiana (or such other office or agency of the Company as the
Company may designate by notice in writing to the holder of this Warrant). Upon
receipt thereof, the Company shall, as promptly as practicable, and in any event
within 10 business days thereafter, execute or cause to be executed and deliver
to such holder a certificate or certificates representing the aggregate number
of Common Shares specified in said Subscription Form. Each stock certificate so
delivered shall be in the denomination of 100 shares or such other denomination
as may be requested by the registered holder hereof and shall be registered in
the name of such holder or such other name as shall be designated by such
holder. The Company shall pay all expenses, taxes and other charges payable in
connection with the preparation, execution and delivery of stock certificates
pursuant to this Section, except that, in case such stock certificates shall be
registered in a name or names other than the name of the registered holder of
this Warrant, funds sufficient to pay all stock transfer taxes which shall be
payable upon the execution and delivery of such stock certificate or
certificates shall be paid by the registered holder hereof to the Company at the
time of delivering this Warrant to the Company as mentioned above.
SECTION 3. Ownership of this Warrant.
a. Ownership. The Company may deem and treat the person in
whose name this Warrant is registered as the holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made by
anyone other than the Company) for all purposes and shall not be
affected by any notice to the contrary, until presentation of this
Warrant for registration of transfer as provided in this Section 3
hereof.
b. Exchange, Transfer and Replacement. This Warrant, and any
beneficial interest therein shall not be transferable except to
affiliates or successors or immediate family members or heirs or
beneficiaries under the last will of the Warrant Holder identified in
the first paragraph of this Warrant. Subject to Section 4 hereof, this
Warrant is exchangeable, upon the surrender hereof by the registered
holder to the Company at its office described in Section 2 hereof, for
a new Warrant or Warrants of like tenor and date representing in the
aggregate the right to purchase the number of shares purchasable
hereunder, each such new Warrant or Warrants to represent the right to
purchase such number of shares as shall be designated by said
registered holder at the time of such surrender (not exceeding, in the
aggregate, the unexercised balance of the Warrant Shares originally
issuable hereunder subject, of course, to any prior adjustments
pursuant to Section 5 hereof). This Warrant and all rights hereunder
are transferable in whole or in part upon the books of the Company by
the registered holder hereof in person or by duly authorized attorney,
and a new Warrant shall be made and delivered by the Company of the
same tenor and date as this Warrant but registered in the name of the
affiliates or successors or immediate family members, heirs, or
beneficiaries under the last will of the Warrant Holder, upon surrender
of this Warrant duly endorsed, at said office or agency of the Company.
Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction or mutilation of this Warrant, and, in
case of loss, theft or destruction, of an agreement of indemnity
(without security therefor), and upon surrender and cancellation of
this Warrant, if mutilated, the Company will make and deliver a new
Warrant of like tenor, in lieu of this Warrant. The
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Company upon the surrender hereof in connection with any exchange,
transfer or replacement shall promptly cancel this Warrant. The Company
shall pay all expenses, taxes (other than stock transfer taxes) and
other charges payable in connection with the operation, execution and
delivery of this Warrant pursuant to this Section 3 hereof.
SECTION 4. Investment Representation - Transfer Restrictions. The holder
hereof warrants and represents that he, she, or it, as the case may be, is
acquiring this Warrant or Warrant Shares for his, her or its own account for
investment and not with a view to the public distribution thereof. This Warrant
shall not be assigned, sold, hypothecated or transferred except in compliance
with the terms hereof.
SECTION 5. Anti-Dilution Provisions Adjustments. In the event that the
outstanding Common Shares are at any time increased or decreased solely by
reason of split, combination of shares or stock dividends payable with respect
to such Common Shares, appropriate adjustments in the number and kind of such
securities then subject to this Warrant shall be made effective as of the date
of such occurrence so that the interest of the holder upon exercise will be the
same as it would have been had such holder owned the underlying securities
immediately prior to the occurrence of such events. If the Company shall engage
in a merger, consolidation, reorganization, recapitalization or similar
transaction, this Warrant (or if such transaction involves less than all of the
Company's Common Shares, then a portion of this Warrant proportionate to the
number of such involved Common Shares) shall become exercisable for the stock,
securities and other consideration that a holder of the number of the Company's
Common Shares subject to this Warrant would have been entitled to receive in any
such merger, consolidation, reorganization, recapitalization or similar
transaction (with appropriate adjustment, if any, to the Purchase Price). Such
adjustments shall be made successively whenever any event listed in this
paragraph shall occur.
If and whenever after the date hereof the Company shall issue or sell any
Common Shares for no consideration or for a consideration per share less than
the Market Price then in effect as of the date of such issuance or sale, or
issue, sell or grant any stock or security (including any warrant, option or
right) directly or indirectly convertible into or exercisable for Common Shares
for no consideration or for a consideration less than the Market Price then in
effect as of the date of such issuance, sale or grant, the Market Price shall be
reduced (but not increased, except as otherwise specifically provided herein) to
the price (calculated to the nearest one tenth of a cent) determined by dividing
(x) an amount equal to the sum of (1) the aggregate number of Common Shares
outstanding immediately prior to such issue, sale or grant multiplied by then
existing Purchase Price plus (2) the consideration received by the Company upon
such issue, sale or grant (or to be received upon exercise or conversion of
stock or securities into Common Shares) by (y) the aggregate number of Common
Shares outstanding immediately after such issue or sale. Except as provided in
the following paragraph, this provision shall not apply to any additional Common
Shares resulting from convertible securities or stock purchase warrants or
options outstanding as of the date hereof, and shall not apply to convertible
securities providing for the issuance of Common Shares at a conversion price not
less than the conversion price in effect for any of the Company's convertible
securities outstanding as of the date hereof.
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If (i) the purchase price provided for in any right, warrant or option
shall be decreased, (ii) the additional consideration, if any, payable upon the
conversion or exchange of any convertible securities shall be decreased, or
(iii) the ratio at which any convertible securities are convertible into or
exchangeable for Common Shares shall be increased (other than under or by reason
of provisions designed to protect against dilution), the Purchase Price then in
effect shall be decreased to the Purchase Price that would have been in effect
had such rights, warrants, options or convertible securities provided for such
changed purchase price, additional consideration or conversion rate at the time
initially issued.
The number of shares of Common Shares outstanding at any given time shall
not include shares owned directly by the Company in treasury, and the
disposition of any such shares shall be considered an issuance or sale of Common
Shares.
If any event or condition occurs as to which other provisions of this
Article are not strictly applicable and would not fairly protect the exercise or
purchase rights of the Warrants evidenced hereby in accordance with the
essential intent and principles of such provisions, or that might materially and
adversely affect the exercise or purchase rights of the holder hereof under any
provisions of this Warrant, then the Company shall make such adjustments in the
application of such provisions, in accordance with such exercise and purchase
rights as aforesaid, and any adjustments necessary with respect to the Initial
Purchase Price and the number of Warrant Shares purchasable hereunder so as to
preserve the rights of the holder hereunder. In no event shall any such
adjustment have the effect of increasing the Initial Purchase Price as otherwise
determined pursuant to this Article except in the event of a combination of
shares.
SECTION 6. Definition of Common Shares. As used herein, the term "Common
Shares" shall mean and include the Company's authorized Common Shares, par value
$.O1 per share, as constituted at the date hereof.
SECTION 7. Special Agreements of the Company. The Company covenants and
agrees
that it:
(a) Will Reserve Shares. The Company will reserve and set
apart and have at all times, free from preemptive rights, the number of
shares of authorized but unissued Common Shares deliverable upon the
exercise of this Warrant, and it will have at all times any other
rights or privileges provided for therein sufficient to enable it at
any time to fulfill all of its obligations hereunder.
(b) Will Avoid Certain Actions. The Company will not, by
amendment of its certificate of incorporation or through any
reorganization, transfer of assets, consolidation, merger, issue or
sale of securities or otherwise, avoid or take any action which would
have the effect of avoiding the observance or performance of any of the
terms to be observed or performed hereunder by the Company, but will at
all times in good faith assist in carrying out all of the provisions of
this Warrant and in taking all such action as may be necessary or
appropriate in order to protect the rights of the holders of this
Warrant against dilution or other impairment.
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(c) Will Secure Governmental Approvals. If any Common Shares
required to be reserved for the purposes of exercise of this Warrant
require registration with or approval of any governmental authority
under any Federal law (other than the Securities Act) or under any
state law before such shares may be issued upon exercise of this
Warrant, the Company will, at its expense, as expeditiously as
possible, use its best efforts to cause such shares to be duly
registered or approved, as the case may be.
(d) Will Bind Successors. This Warrant shall be binding upon
any corporation succeeding to the Company by merger, consolidation or
acquisition of all or substantially all of the Company's assets.
(e) Will Validly Issue Common Stock. All shares of Common
Shares that may be issued upon exercise of the Warrants will, upon
issuance by the Company, be duly and validly issued, fully paid and
non-assessable and free from all taxes, liens and charges with respect
to the issuance thereof.
(f) Settlement Agreement. The Warrants represented hereby are
part of a duly authorized issue and sale of warrants to purchase Common
Shares issued and sold pursuant to that certain Settlement Agreement
(the "Agreement") between the Company and the Named Plaintiffs defined
in the Agreement. In the event of any conflict between the provisions
of the Agreement and this Warrant, the provisions of this Warrant shall
control.
SECTION 8. Reduction of Purchase Price. The Company shall have the right,
at any time or from time to time, to voluntarily reduce the Purchase Price then
in effect for such period or periods of time as the Board of Directors of the
Company may determine. In each such event the Company shall mail to the
registered holder or holders of this Warrant a certificate of an officer of the
Company stating (i) the election of the Company to reduce the Purchase Price in
accordance with this Section 8, (ii) that such election is irrevocable during
the period specified in such certificate, and (iii) the period in which such
reduced Purchase Price shall be in effect, which period shall commence not less
than 30 days after such certificate is mailed to the Warrantholders. Failure to
receive such certificate by mail, or any defect therein, shall not affect the
validity of the reduction of the Purchase Price during such period.
SECTION 9. Notification by the Company. In case at any time:
(i) the Company shall pay any dividend payable in stock upon
Common Shares or make any distribution (other than cash dividends which
are not in a greater amount per share than the then recent cash
dividend) to the holders of the Common Shares;
(ii) the Company shall make an offer for subscription pro rata
to the holders of its Common Shares of any additional shares of stock
of any class or other rights;
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(iii) there shall be any capital reorganization,
reclassification of the capital stock of the Company, consolidation or
merger of the Company with, or sale of all substantially all of its
assets to, another corporation; or
(iv) there shall be a voluntary or involuntary dissolution,
liquidation or winding-up of the Company;
then, in any one or more of such cases, the Company shall give written notice to
the registered holder of this Warrant of the date on which (a) the books of the
Company shall close, or a record shall be taken for such dividend, distribution
or subscription rights, or (1,) such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding-up shall take
place, as the case may be. Such notice shall also specify the date as of which
the dividend, distribution or subscription rights are payable, or the date as of
which the holders shall be entitled to exchange their Common Shares for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation, or
winding- up, as the case may be. Such written notice shall be given not less
than 30 and not more than 90 days prior to the record date or the date on which
the Company's transfer books are closed in respect thereto and such notice may
state that the record date is subject to the effectiveness of a registration
statement under the Securities Act, or to a favorable vote of the stockholders,
if either is required.
SECTION 10. Notices. Any notice or other document required or permitted to
be given or delivered to Warrantholders shall be delivered at, or sent by
certified or registered mail to each Warrantholder at the last address shown on
the books of the Company maintained for the registry and transfer of this
Warrant. Any notice or other document required or permitted to be given or
delivered to the Company shall be delivered at, or sent by certified or
registered mail to, the principal office of the Company, at 000 Xxxxxxxxxx,
#000, Xxxxxxxxxx, Xxxxxxxxx 00000, Attn: PRESIDENT (or such other address as
shall have been furnished to the Warrantholders by the Company); provided,
however, that the failure to deliver such copy shall not affect the validity of
any notice or other document given or delivered as above provided.
SECTION 11. No Rights as Shareholders: Limitation of Liability. This
Warrant shall not entitle any holder hereof to any of the rights of a
shareholder of the Company. No provision hereof, in the absence of affirmative
action by the holder hereof to purchase Common Shares, and no mere enumeration
herein of the rights or privileges of the holder hereof, shall give rise to any
liability of such holder for the Purchase Price or as a shareholder of the
Company, whether such liability is asserted by the Company or by creditors of
the Company.
SECTION 12. Law Governing. This Warrant shall be governed by, and construed
and enforced in accordance with, the laws of the State of Delaware.
SECTION 13. Miscellaneous. This Warrant and any provisions hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party (or any predecessor in interest thereof) against which
enforcement of the same is sought. The headings in this Warrant are for purposes
of reference only and shall not affect the meaning of construction of any of the
provisions hereof.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer, attested by its duly authorized officer, and to be
dated as of the 1st day of September, 1998.
3C1 COMPLETE COMPLIANCE CORPORATION
BY: /s/ Xxxxxxx X. Crochet
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Xxxxxxx X. Crochet
President
Attest:
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Secretary
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3C1 COMPLETE COMPLIANCE CORPORATION
SUBSCRIPTION AGREEMENT
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant for, and the purchase thereunder of
___________________ shares of the Company's Common Shares provided for therein
and requests that certificate(s) for such shares Be issued in the name(s)of;
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(Print name, address, and social security number)
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 be registered in the name of the
undersigned Warrantholder or his assignee as below indicated and delivered to
the address stated below.
Dated: , 19
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Name of Warrantholder or Assignee
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(please print)
Address:
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Signature:
-------------------------
Signature Guaranteed: NOTE: THE ABOVE SIGNATURE MUST
CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE WITHIN WARRANTY
IN EVERY PARTICULAR WITHOUT ALTE~ON
OR ENLARGEMENT OR ANY CHANGE
WHATEVER, UNLESS THE WITHIN WARRANT
HAS BEEN ASSIGNED.
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ASSIGNMENT
(To be signed only upon assignment of this Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
--------------------------------------------------------------------------------
(name and address of assignee must be printed or typewritten)
the within Warrant, hereby irrevocably constituting and appointing
________________________ attorney to transfer said Warrant on the books of the
Company with full power of substitution in the premises.
Dated: , 19
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SIGNATURE OR REGISTERED HOLDER
Signature Guaranteed: NOTE: THE SIGNATURE OF THIS
ASSIGNOR MUST CORRESPOND WITH THE
NAME AS IT APPEARS UPON THE FACE
OF THE WITHIN WARRANT IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE
WHATEVER.
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