Exhibit 4.7
********************************************************************************
---------------------------------------
No. WT-__________ (WARRANT GROUP _____)
---------------------------------------
Warrant to Purchase
___________ Shares
STOCK PURCHASE WARRANT
To Purchase Common Stock of
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
Expires_________________, unless extended
pursuant to the terms hereof.
********************************************************************************
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES
LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
DISPOSED OF, AND NO TRANSFER OF THE SECURITIES WILL BE MADE BY THE COMPANY OR
ITS TRANSFER AGENT, IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
Void after 5:00 p.m. New York Time, on _______________.
WARRANT TO PURCHASE ______________ SHARES OF COMMON STOCK
OF
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
This Is To Certify That, FOR VALUE RECEIVED, _______________________
(the "Holder"), is entitled to purchase, subject to the provisions of this
Warrant, from AMERICAN INTERNATIONAL PETROLEUM CORPORATION, a Nevada corporation
(the "Company"), up to _____________________________ (______________) fully
paid, validly issued and non-assessable shares of Common Stock ("Common Stock")
of the Company, par value $.08 per share, at an exercise price of $_______ per
share at any time during the period from the date hereof until 5:00 p.m. Eastern
Time, on __________. The shares of Common Stock deliverable upon such exercise
are hereinafter sometimes referred to as "Warrant Shares", and the exercise
price of a Warrant Share, as the same may be adjusted pursuant to Section (f)
below, is hereinafter sometimes referred to as the "Exercise Price".
(a) EXERCISE OF WARRANT. This Warrant may be exercised in whole on
or after the date hereof and until ________________ provided, however, that if
such day is a day on which banking institutions in the State of New York are
authorized by law to close, then this Warrant may be exercised on the next
succeeding day which shall not be such a day. This Warrant may be exercised by
presentation and surrender hereof to the Company at its principal office or to
the Company's warrant agent, if any has been so appointed, with the Purchase
Form annexed hereto duly executed and accompanied by payment of the Exercise
Price, in cash or by certified or bank cashier's check, for the number of
Warrant Shares specified in such form. The Warrant shall be deemed to have been
exercised immediately prior to the close of business on the date of any such
exercise, provided that such exercise is in accordance with the provisions set
forth herein. As soon as practicable after each such exercise of the Warrant,
the Company shall issue or cause to be issued and delivered to the Holder a
certificate or certificates for the Warrant Shares, registered in the name of
the Holder. Upon exercise, the Holder shall be deemed to be the holder of record
of the Warrant Shares issuable upon such exercise, notwithstanding that the
stock transfer books of the Company
shall then be closed or that certificates representing such Warrant Shares shall
not then be physically delivered to the Holder.
(b) RESERVATION OF SHARES. The Company shall at all times reserve
for issuance and/or delivery upon exercise of this Warrant such number of shares
of its Common Stock as shall be required for issuance and delivery upon exercise
of this Warrant.
(c) FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. With
respect to any fraction of a share remaining upon the full exercise hereof, the
Company shall pay to the Holder in lieu of the issuance of any fractional share
which is otherwise issuable an amount of cash based on the market value of the
Common Stock on the last trading day prior to the exercise date.
(d) LOSS OF WARRANT. Upon receipt by the Company or its warrant
agent, if any, of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and (in the case of loss, theft or
destruction) of reasonably satisfactory indemnification, and upon surrender and
cancellation of this Warrant, if mutilated, the Company will execute and deliver
a new Warrant of like tenor and date.
(e) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Company, either at law or equity,
and the rights of the Holder are limited to those expressed in the Warrant and
are not enforceable against the Company except to the extent set forth herein.
The acceptance of this Warrant by the Holder shall be deemed consent by the
Holder for the Company to enter into any warrant agreement with a warrant agent,
provided such warrant agreement does not adversely affect any of the rights of
the Holder set forth in this Warrant.
(f) ANTI-DILUTION PROVISIONS. The Exercise Price shall be subject to
adjustment as set forth below:
(i) (a) In case the Company shall hereafter (A) pay a dividend or
make a distribution on its Common Stock in shares of its Common Stock, (B)
subdivide its outstanding shares of Common Stock, or (C) combine its outstanding
shares of Common Stock into a smaller number of shares, the Exercise Price in
effect immediately prior to such action shall be adjusted so that the Holder,
upon exercise, shall be entitled to receive the number of shares of Common Stock
of the Company which the Holder would have owned immediately following such
action had such Warrant been exercised immediately prior thereto. An adjustment
made pursuant to this subsection shall become effective immediately after the
record date in the case of a dividend and shall become effective immediately
after the effective date in the case of a subdivision or combination.
(b) After each adjustment of the Exercise Price pursuant to
this subsection (i), the number of shares of Common Stock purchasable upon the
exercise of the Warrant shall be the number of Warrant Shares receivable upon
exercise hereof prior to such adjustment multiplied
3
by a fraction, the numerator of which shall be the original Exercise Price as
defined above and the denominator of which shall be such adjusted Exercise
Price.
(c) In the event the Company at any time or from time to time
after the date hereof and prior to the exercise of this warrant shall make or
issue, or fix a record date for the determination of holders of Common Stock
entitled to receive, a dividend or other distribution payable in securities of
the Company other than shares of Common Stock, then and in each such event
provision shall be made so that the Holder shall receive upon exercise of this
Warrant in addition to the number of shares of Common Stock receivable hereupon,
the amount of such other securities of the Company that it would have received
had the Warrant been exercised on the date of such event and had thereafter,
during the period form the date of such event to and including the exercise
date, retained such securities receivable by it as aforesaid during such period
giving application to all adjustments called for during such period under this
Warrant with respect to the rights of the Holder.
(ii) No adjustment in the Exercise Price shall be required to be
made unless such adjustment would require an increase or decrease of at least
$.05; provided, however, that any adjustments which by reason of this subsection
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this Section (f) shall be made
to the nearest cent or to the nearest tenth of a share, as the case may be, but
in no event shall the Company be obligated to issue fractional shares upon the
exercise of any Warrant.
(iii) No adjustment of the Exercise Price shall be made except on
the conditions set forth in this Section (f). Without limitation of the
foregoing, there shall be no adjustment pursuant to this Section (f) should the
Company issue any capital stock for cash or other consideration on terms
approved by the Board of Directors.
(iv) In case of any (A) reclassification or change of outstanding
shares of Common Stock issuable upon exercise of this Warrant, (B) consolidation
or merger of the Company with or into another corporation where the Company is
not the surviving entity or (C) sale or conveyance to another corporation of the
property of the Company as an entirety or substantially as an entirety, then, as
a condition of such reclassification, change, consolidation, merger, sale or
conveyance, the Company, or such successor or purchasing corporation, as the
case may be, shall make lawful and adequate provision whereby the Holder of the
Warrant shall have the right thereafter to receive on exercise of such Warrant
the kind and amount of shares of stock and other securities and property
receivable upon such reclassification, change, consolidation, merger, sale or
conveyance by a holder of the number of shares of Common Stock issuable upon
exercise of such Warrant immediately prior to such reclassification, change,
consolidation, merger, sale or conveyance. Such provisions shall include
provision for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided elsewhere in this Section (f). The above
provisions of this Section (f) shall similarly apply to successive
reclassifications and changes of shares of Common Stock and to successive
consolidations, mergers, sales or conveyances.
4
(v) In each case of an adjustment or readjustment of the Exercise
Price, the Company, at its expense, shall prepare a certificate showing such
adjustment or readjustment signed by the duly elected Treasurer or Chief
Financial Officer of the Company (the "Adjustment Certificate") and shall mail
the Adjustment Certificate, by first class mail, postage prepaid, to the Holder.
The Adjustment Certificate shall set forth such adjustment or readjustment,
including a brief summary of the facts upon which such adjustment or
readjustment is based including a statement of the Exercise Price and the number
of shares of Common Stock or other securities issuable upon exercise of each
Warrant immediately before and after giving effect to the applicable adjustment
or readjustment. No failure to mail the Adjustment Certificate nor any defect
therein or in the mailing thereof shall affect the validity thereof except as to
the Holder to whom the Company failed to mail such Adjustment Certificate, or
except as to the Holder whose Adjustment Certificate was defective.
(g) TRANSFERABILITY; INVESTMENT REPRESENTATIONS. The Holder shall
not give, grant, sell, exchange, transfer legal title, pledge, assign or
otherwise encumber or dispose of this Warrant and the Warrant Shares unless the
Company first receives an opinion of counsel satisfactory to the Company that
the Warrant and/or the Warrant Shares may be transferred to the proposed
transferee in compliance with an exemption under the Securities Act or a safe
harbor provision of Regulation S under the Securities Act. The Holder, by
acceptance hereof, represents and warrants that (a) it is acquiring this Warrant
for its own account for investment purposes only and not with a view to its
resale or distribution and (b) it has no present intention to resell or
otherwise dispose of all or part of this Warrant. The Company may condition the
exercise hereof and the issuance or transfer of Warrant Shares on the receipt of
such representations and agreements as may be requested by the Company in order
to permit such issuance or transfer to be made pursuant to exemptions from
registration under federal and applicable state securities laws. Each
certificate representing this Warrant (or any part thereof) and any Warrant
Shares shall bear appropriate legends setting forth these restrictions on
transferability.
(h) NOTICES. All notices and other communications which are required
or may be given under this Warrant shall be in writing and shall be deemed to
have been duly given when delivered in person or transmitted by fax, one (1) day
after being sent by overnight courier service or three (3) days after being
mailed, first-class postage prepaid, in the case of the Company to 000 Xxxxxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and in the case of the Holder to
the address previously given to the Company by the Holder, or to such address as
either party shall have specified by notice to the other party hereto. If notice
is given by registered or certified first class mail, postage prepaid, return
receipt requested, the return receipt shall be conclusive evidence of the notice
having been mailed on the date set forth.
(i) MISCELLANEOUS. This Warrant contains the entire agreement and
supersedes all prior agreements and understandings, oral or written, between the
parties hereto with respect to the subject matter hereof. This Warrant may not
be changed orally, but only by an agreement in writing signed by the party
against whom enforcement is sought; provided however, that this Warrant may be
amended or modified without the consent of the Holder if such amendment or
modification does not adversely affect the rights of the Holder hereunder. This
Warrant will not
5
be assigned by either party hereto and shall be interpreted under the laws of
the State of New York without application to the principles of conflicts of
laws.
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
By:______________________________________
Xxxxx X. Xxxxxxxxxxx
Vice President and Chief Financial Officer
Dated: ___________________
6
PURCHASE FORM
The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing ________________________ shares of Common
Stock and hereby makes payment of _______________________ in payment of the
actual exercise price thereof.
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name _________________________________________________________________
(Please typewrite or print in block letters)
Address_______________________________________________________________
Signature___________________________________________________
ASSIGNMENT FORM
FOR VALUED RECEIVED, __________________________________________________
hereby sells, assigns and transfers unto
Name__________________________________________________________________
(Please typewrite or print in block letters)
Address________________________________________________________________
the right to purchase Common Stock represented by this Warrant to the extent of
____________ shares as to which such right is exercisable and does hereby
irrevocably constitute and appoint _____________________ Attorney, to transfer
the same on the books of the Company with full power of substitution in the
premises.
Date_________________, 19_______
Signature______________________________________________________
7
