EXHIBIT 4.6
NEITHER THIS WARRANT NOR THE SHARE PURCHASE WARRANTS ISSUABLE UPON THE EXERCISE
OF THIS WARRANT HAVE BEEN QUALIFIED UNDER THE SECURITIES LAWS OF ANY OF THE
PROVINCES OF CANADA. FOR THE PURPOSES OF THE SECURITIES ACT (BRITISH COLUMBIA)
THIS WARRANT AND THE SHARE PURCHASE WARRANTS ISSUABLE UPON THE EXERCISE OF THIS
WARRANT ARE SUBJECT TO A HOLD PERIOD AND MAY NOT BE TRADED IN BRITISH COLUMBIA
UNTIL AFTER THE EXPIRY OF THE HOLD PERIOD, EXCEPT AS PERMITTED BY THE SECURITIES
ACT (BRITISH COLUMBIA) AND REGULATIONS MADE THEREUNDER.
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED, OR THE SECURITIES ACT OF ANY STATE (COLLECTIVELY, THE
"SECURITIES LAWS"). THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES LAWS OR AN OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES THAT AN EXEMPTION UNDER
THE SECURITIES LAWS IS AVAILABLE AND THAT SUCH REGISTRATION IS NOT REQUIRED.
MDU COMMUNICATIONS INTERNATIONAL, INC.
(a Delaware corporation)
THIS IS TO CERTIFY THAT for value received XXXXXXX SECURITIES INC. (the
"Holder") is entitled to acquire from MDU COMMUNICATIONS INTERNATIONAL, INC.
(the "Company") for no additional consideration and in the manner and subject to
the restrictions and adjustments set forth herein, one non-transferable common
share purchase warrant (the "Agent's Underlying Warrant") in the form attached
hereto as Exhibit "A".
The warrants ("Warrants") represented by this certificate may be exercised, at
any time and from time to time (the "Exercise Period") commencing on the date
hereof and ending at 4:00 p.m. (Vancouver time) (the "Time of Expiry") on the
date that is the earlier of: (i) the fifth business day following the day (the
"Qualification Date") on which a receipt for a (final) prospectus filed by the
Company with respect to the distribution of, among other securities, the Agent's
Underlying Warrant issuable upon exercise of the Warrants has been obtained from
the British Columbia Securities Commission; and (ii) the first anniversary of
the date hereof. If the Warrants have not been so exercised during the Exercise
Period, the Warrants will be deemed to have been exercised by the Holder
(without any further action on the part of the Holder or the Company)
immediately prior to the Time of Expiry. Upon the exercise or deemed exercise of
the rights represented by this certificate in accordance with the terms hereof,
the Agent's Underlying Warrant shall be deemed to have been issued and the
Holder shall be deemed to have become the holder of record of such securities on
the date of such exercise or deemed exercise.
The Warrants may be exercised by the Holder, in whole or in part, by surrender
of this certificate at the office of the Company at 000 - 00000 Xxxxxxxxxxx Xxx,
Xxxxxxxx, X.X. X0X 0X0 during its normal business hours, together with the
Notice of Exercise attached hereto completed and signed by the Holder. Surrender
of this certificate will be deemed to have been effected only on personal
delivery thereof to, or, if sent by mail or other means of transmission, on
actual receipt thereof by, the Company at the office specified above.
In the event of any exercise, deemed or otherwise, of the Warrants, a
certificate representing the Agent's Underlying Warrants shall be delivered to
the Holder within a reasonable time, not exceeding two business days after the
Warrants have been duly exercised and this certificate has been surrendered to
the Company.
THE FOLLOWING ARE THE TERMS AND CONDITIONS
REFERRED TO IN THIS WARRANT CERTIFICATE
1. COVENANTS OF THE COMPANY. The Company covenants that:
(a) the Common Shares issuable upon the due exercise of the Agent's Underlying
Warrant will, upon issuance, be fully paid and non-assessable and free of
all liens, charges and encumbrances; and
(b) during the period within which the Warrants may be exercised, the Company
will at all times have authorized and reserved, a sufficient number of
Common Shares to provide for the exercise of the Agent's Underlying
Warrant.
2. EXPIRATION OF WARRANTS. On and after the date of exercise or deemed
exercise of the Warrants, the Holder will have no rights hereunder except to
receive, upon surrender of this certificate to the Company, a certificate
representing the Agent's Underlying Warrant.
3. DENOMINATIONS. On presentation at the principal office of the Company in
Richmond, British Columbia, this certificate may be exchanged for one or more
certificates of different denominations evidencing in the aggregate the same
number of Warrants as the certificate being exchanged.
4. NO RIGHTS AS COMMON SHAREHOLDER. The holding of this certificate will not
constitute the Holder as a shareholder of the Company or entitle him to any
right or interest in respect thereof except as otherwise provided herein.
5. NOTICE. Any notice or other communication required to be given to the
Holder under this Warrant shall be delivered or telecopied as follows:
Xxxxxxx Securities Inc.
00xx Xxxxx Xxxxxxxx Xxxxx
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
Attention: Xx. Xxxxx Xxxxxxxx
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Telecopy No. (000) 000-0000
ANY NOTICE OR OTHER COMMUNICATION SO GIVEN SHALL BE DEEMED TO HAVE BEEN GIVEN
AND RECEIVED WHEN DELIVERED, IF DELIVERED, AND UPON TRANSMISSION, IF TELECOPIED,
AND IF THE DATE OF SUCH TRANSMISSION IS NOT A BUSINESS DAY, ON THE NEXT ENSUING
BUSINESS DAY.
6. GENERAL MATTERS. This certificate shall be governed by and construed in
accordance with the laws of the Province of British Columbia. Time will be of
the essence hereof.
IN WITNESS WHEREOF the Company has caused this certificate to be signed as of
January 28, 2000.
MDU COMMUNICATIONS INTERNATIONAL, INC.
By:
/s/ Xxxxxxx Xxxxxx c/s
---------------------------------
(AUTHORIZED SIGNATORY)
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NOTICE OF EXERCISE
To: MDU COMMUNICATIONS INTERNATIONAL, INC.
000 - 00000 Xxxxxxxxxxx Xxx,
Xxxxxxxx, X.X. X0X 0X0
(1) The undersigned holder of the Warrants represented by the within Warrant
Certificate hereby exercises the right under such Warrant to be issued the
Agent's Underlying Warrant issuable under the Warrants.
(2) The undersigned holder hereby irrevocably directs that the Agent's
Underlying Warrant be issued and delivered as follows:
NAME(S) IN FULL ADDRESS(ES)
----------------------------------- -----------------------------------------
----------------------------------- -----------------------------------------
----------------------------------- -----------------------------------------
----------------------------------- -----------------------------------------
(Please print full name in which certificates are to be issued.)
DATED this _____ day of ____________, _______
----------------------------------- -----------------------------------------
Signature of Witness Signature of Holder
----------------------------------- -----------------------------------------
Print Name of Witness Name of Holder
----------------------------------- -----------------------------------------
Address of Witness Address of Holder
EXHIBIT A
NEITHER THIS WARRANT NOR THE COMMON SHARES ISSUABLE UPON THE EXERCISE OF THIS
WARRANT HAVE BEEN QUALIFIED UNDER THE SECURITIES LAWS OF ANY OF THE PROVINCES OF
CANADA. FOR THE PURPOSES OF THE SECURITIES ACT (BRITISH COLUMBIA), THIS WARRANT
AND THE COMMON SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT ARE SUBJECT TO
A HOLD PERIOD AND MAY NOT BE TRADED IN BRITISH COLUMBIA UNTIL AFTER THE EXPIRY
OF THE HOLD PERIOD, EXCEPT AS PERMITTED BY THE SECURITIES ACT (BRITISH COLUMBIA)
AND REGULATIONS MADE THEREUNDER.
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED, OR THE SECURITIES ACT OF ANY STATE (COLLECTIVELY, THE
"SECURITIES LAWS"). THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES LAWS OR AN OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES THAT AN EXEMPTION UNDER
THE SECURITIES LAWS IS AVAILABLE AND THAT SUCH REGISTRATION IS NOT REQUIRED.
THIS WARRANT IS NOT TRANSFERABLE AND WILL BE VOID AND OF NO
VALUE UNLESS EXERCISED WITHIN THE LIMITS HEREIN PROVIDED
MDU COMMUNICATIONS INTERNATIONAL, INC.
(a Delaware corporation)
WARRANT FOR THE PURCHASE OF 309,000 SHARES OF COMMON STOCK
THIS IS TO CERTIFY THAT, for value received, XXXXXXX SECURITIES INC. (the
"Holder") is entitled to subscribe for and purchase 309,000 fully paid and
non-assessable shares of the Common Stock (the "Common Shares") of MDU
Communications International, Inc. (the "Company") at a purchase price per share
(the "Exercise Price") of US$2.50. This Warrant is exercisable at any time up to
4:00 P.M. Vancouver time on January 28, 2001 (the "Time of Expiry") subject,
however, to the provisions and adjustments and upon the terms and conditions
hereinafter set forth.
The rights represented by this Warrant may be exercised by the Holder, in whole
or in part (but not as to a fractional Share), by surrender of this Warrant at
the office of the Company at 000 - 00000 Xxxxxxxxxxx Xxx, Xxxxxxxx, X.X.
X0X 0X0, during its normal business hours, together with the subscription form
attached hereto completed and signed by the Holder and a certified cheque
payable to or to the order of the Company in payment of the Exercise Price for
the number of Common Shares subscribed for. Upon the exercise of the rights
represented by this Warrant and payment of the Exercise Price in accordance with
the terms hereof, the Common Shares for which the Holder has subscribed and
purchased shall be deemed to have been issued and the Holder shall be deemed to
have become the holder of record of such shares on the date of such exercise and
payment.
In the event of any exercise of the rights represented by this Warrant,
certificates for the Common Shares so purchased shall be delivered to the Holder
within a reasonable time, not exceeding two business days after the rights
represented by this Warrant have been duly exercised and, unless this Warrant
has expired, a new Warrant representing the number of Common Shares, if any,
with respect to which this Warrant shall not then have been exercised shall also
be issued to the Holder within such time.
The Company covenants and agrees that the Common Shares which may be issued upon
the due exercise of the rights represented by this Warrant will, upon issuance,
be fully paid and non-assessable and free of all liens, charges and
encumbrances. The Company further covenants and agrees that during the period
within which the rights represented by this Warrant may be exercised, the
Company will at all times have authorized and reserved, a sufficient number of
Common Shares to provide for the exercise of the rights represented by this
Warrant.
THE FOLLOWING ARE THE TERMS AND CONDITIONS
REFERRED TO IN THIS WARRANT
1. In case the Company shall at any time subdivide its outstanding Common
Shares into a greater number of shares, the Exercise Price shall be
proportionately reduced and the number of subdivided Common shares entitled to
be purchased proportionately increased, and conversely, in case the outstanding
Common Shares of the Company shall be consolidated into a smaller number of
shares, the Exercise Price shall be proportionately increased and the number of
consolidated Common Shares entitled to be purchased hereunder shall be
proportionately decreased.
If any capital reorganization or reclassification of the capital stock of
the Company, or the merger, amalgamation or arrangement of the Company with
another corporation shall be effected, then as a condition of such
reorganization, reclassification, merger, amalgamation or arrangement, adequate
provision shall be made whereby the holder hereof shall have the right to
purchase and receive upon the basis and upon the terms and conditions specified
in this Warrant and in lieu of the Common Shares immediately theretofore
purchasable and receivable upon the exercise of the rights represented hereby,
such shares of stock, or other securities as may be issued with respect to or in
exchange for such number of outstanding Common Shares equal to the number of
Common Shares purchasable and receivable upon the exercise of this Warrant had
such reorganization, reclassification, merger, amalgamation or arrangement not
taken place. The Company shall not effect any merger, amalgamation or
arrangement unless prior to or simultaneously with the consummation thereof the
successor corporation (if other than the Company) resulting from such merger,
amalgamation or arrangement assumes by written instrument executed and mailed or
delivered to the holder of this Warrant the obligation to deliver to such holder
such shares of stock or securities in accordance with the foregoing provisions
as such holder may be entitled to purchase.
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2. In case at any time:
(a) the Company shall pay any dividend payable in stock upon its Common
Shares or make any distribution to the holders of its Common Shares;
(b) the Company shall offer for subscription pro rata to the holders of
its Common Shares any additional shares of stock of any class or other
rights;
(c) there shall be any subdivision, consolidation, capital reorganization,
or reclassification of the capital stock of the Company, or merger,
amalgamation or arrangement of the Company with, or sale of all or
substantially all of its assets to, another corporation; or
(d) there shall be a voluntary or involuntary dissolution, liquidation or
winding-up of the Company;
then, and in any one or more of such cases, the Company shall give to the holder
of this Warrant, at least twenty day's prior written notice of the date on which
the books of the Company shall close or a record shall be taken for such
dividend, distribution or subscription rights, or for determining rights to vote
with respect to such subdivision, consolidation, reorganization,
reclassification, merger, amalgamation, arrangement, dissolution, liquidation or
winding-up and in the case of any such subdivision, consolidation,
reorganization, reclassification, merger, amalgamation, arrangement, sale,
dissolution, liquidation or winding-up, at least twenty days' prior written
notice of the date when the same shall take place. Such notice in accordance
with the foregoing clause, shall also specify, in the case of any such dividend,
distribution or subscription rights, the date on which the holders of Common
Shares shall be entitled thereto, and such notice in accordance with the
foregoing shall also specify the date on which the holders of Common Shares
shall be entitled to exchange their Common Shares for securities or other
property deliverable upon such subdivision, consolidation, reorganization,
reclassification, merger, amalgamation, arrangement, sale, dissolution,
liquidation or winding-up as the case may be. Each such written notice shall be
given by first class mail, registered postage prepaid, addressed to the holder
of this Warrant at the address of such holder, as shown on the books of the
Company.
3. As used herein, the term "Common Shares" shall mean and include the
Company's authorized shares of Common Stock as constituted on January 28, 2000,
and shall also include any capital stock of any class of the Company hereafter
authorized which shall not be limited to a fixed sum or percentage in respect of
the rights of the holders thereof to participate in dividends and in the
distribution of assets upon the voluntary or involuntary liquidation,
dissolution or winding-up of the Company.
4. This Warrant shall not entitle the Holder to any rights as a shareholder of
the Company, including without limitation, voting rights, except that the
Company shall concurrently furnish to the Holder a copy of all notices which are
furnished to holders of the common shares.
5. This Warrant and all rights hereunder are not transferable.
6. On presentation at the principal office of the Company in Richmond, British
Columbia one or more Warrant Certificates may be exchanged for one or more
Warrant Certificates of different denominations evidencing in the aggregate the
same number of Warrants as the Warrant Certificate or Warrant Certificates being
exchanged.
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7. Time is of the essence hereof.
8. This Warrant shall be governed by and construed in accordance with the laws
of the Province of British Columbia.
MDU COMMUNICATIONS INTERNATIONAL, INC., intending to be contractually bound, has
caused this Warrant to be signed by its duly authorized officer under its
corporate seal, and this Warrant to be dated ___________________, 2000.
MDU COMMUNICATIONS INTERNATIONAL, INC.
By:
c/s
---------------------------------
(AUTHORIZED SIGNATORY)
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