EXHIBIT 4 ( d )
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NEITHER THIS WARRANT NOR THE SHARES ISSUABLE ON THE EXERCISE THEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"); AND THIS WARRANT IS NOT TRANSFERABLE EXCEPT ON DEVOLUTION OF SUCH
WARRANT BY OPERATION OF THE LAWS OF DESCENT AND DISTRIBUTION IN THE EVENT OF
THE DEATH OR ADJUDICATED INCOMPETENCE OF THE HOLDER.
No. WA-__________ 3-Year Warrant to purchase
*60,000* shares (subject to adjustment)
Dated: _____________, 1996 of common stock, $.10 par value, of
Corniche Group Incorporated
VOID AFTER ______________, 1999
CORNICHE GROUP INCORPORATED
Non-Transferable, Redeemable Common Stock Purchase Warrant
Corniche Group Incorporated (hereby called the "Company"), a Delaware
corporation, hereby certifies that, for and in consideration of the sum of
$1,000:
______________________________________________
(Name)
______________________________________________
(Street and No.)
______________________________________________
(City, State and Zip Code)
______________________________________________
(Social Security No. or Federal Employer ID No.)
______________________________________________
(Date of Birth)
is entitled to purchase from the Company, at any time or from time to time,
subsequent to the date of issuance hereof and before 3:00 P.M. New York local
time on _________, 1999 (the "Exercise Period"), subject to prior redemption
by the Company, an aggregate of up to 60,000 fully paid and non-assessable
shares (the number or character of such shares being subject to adjustment as
provided below) of the common stock, $.10 par value per share, of the Company
(the "Underlying Shares") on the payment therefor of $.50 for each share of
the common stock subscribed for and purchased, upon the surrender of this
warrant duly signed by the registered holder hereof or assigns at the time of
subscription, accompanied by payment of the total subscription price in cash
or by certified check or bank draft payable to the order of the Company, upon
the terms and subject to the conditions hereinafter set forth.
1. Notice of Exercise. Notice of intention to exercise any of the
purchase rights evidenced by this warrant must be given during the Exercise
Period by written notice addressed to the Company at its principal office or
by written notice addressed to its duly designated and acting agent, if any,
at least 10 days prior to any intended exercise. Such notice shall specify
the date on which purchase rights are to be exercised and the number of shares
of the common stock to be purchased on that date.
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2. Exercise of Warrant. On or before the date of exercise specified
in such notice given during the Exercise Period, the holder shall surrender
this warrant (in negotiable form, if not surrendered by the holder named
above) to the principal office of the Company, or to that of its duly
designated and acting agent with the exercise form attached to this warrant
duly signed together with the purchase price of the common stock represented
by certified or official bank check on New York Clearing House funds payable
to the order of the Company, in the amount of the said purchase price.
3. Delivery of Stock Certificates on Exercise. As soon as
practicable after the exercise of this warrant and payment of the purchase
price, and in any event no later than 10 days thereafter, the Company or its
duly designated and acting agent, if any, will cause to be issued in the name
of and delivered to the holder hereof, or such holder's nominee or nominees, a
certificate or certificates for the number of full shares of the common stock
of the Company to which such holder shall be entitled upon such exercise. In
case, between the date of such exercise and the date on which such certificate
or certificates are issued, the record holder of such shares shall become
entitled to any dividend or other right, the Company will forthwith pay or
cause to be paid in cash to the holder hereof the amount of such dividend, or
transfer to the holder hereof such right, as the case may be. No fraction of
a share or scrip certificate for such fraction shall be issued upon the
exercise of this warrant; in lieu thereof, the Company will pay or cause to be
paid to such holder cash equal to a like fraction at the then prevailing
market price for such share as determined by the Company.
4. Partial Exercise of a Warrant. In case this warrant shall be
exercised for less than the full number of shares to which the holder is
entitled the Company, at its expense, will issue, or will cause to be issued
and delivered to the holder hereof, a new warrant or warrants of like tenor
issued in said holder's name, representing the unexercised warrants.
5. Dividends in Stock, Property, Reclassifications. In case at any
time or from time to time the holders of the common stock of the Company (or
any other shares of stock or other securities at that time receivable upon
exercise of this warrant) shall have received, or as of a record date shall
have become entitled to receive other or additional or less stock or other
securities or property (other than cash) without payment therefor (whether
through a dividend in stock of any class of stock of the Company or any other
corporation, or a dividend in any securities or property other than cash, or
through stock split, spin-off, reclassification, combination, of shares or
otherwise), then and in each such case the holder of this warrant upon the
exercise thereof and upon the payment of the sum obtained by multiplying (a)
the number of shares of the common stock of the Company called for on the face
of this warrant by (b) the purchase price per share obtaining on the date of
such event, as hereinabove provided, shall be entitled to receive, in lieu of
the shares called for hereby, the stock or other securities of property which
said holder would hold on the date of such exercise, if, from the date hereof
to and including such date, he had been the holder of record of the number of
shares of the common stock of the Company called for on the face of this
warrant and had retained such shares and all such other or additional or less
stock and other securities and property receivable in respect of such shares.
In case of the partial exercise of this warrant under such circumstances, the
number of shares of stock which would have been receivable upon the full
exercise of this warrant, computed as provided above, shall be proportionately
reduced.
6. Reorganization, Consolidations, Mergers. In case of any
reorganization of the Company, or any other corporation, the stock or
securities of which are at the time deliverable on the exercise of this
warrant, or in case the Company or such other corporation shall consolidate
with or merge into another corporation, or convey all or substantially all of
its assets to another corporation, the holder of this warrant, upon the
exercise hereof and upon the payment of the sum obtained by multiplying (a)
the number of shares of the Company called for on the face of the warrant by
(b) the purchase price per share obtaining on the date of such event, as
hereinabove provided, shall be entitled to receive, in lieu of the shares
theretofore called for hereby, the stock or other securities or property to
which such holder would have been entitled upon the consummation of such
reorganization, consolidation, merger or conveyance if he had purchased the
shares
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called for hereby immediately prior thereto; and in such case, the provisions
of this warrant shall be applicable to the shares of stock or other securities
or property thereafter deliverable upon the exercise of this warrant. In the
case of the partial exercise of this warrant under such circumstances, the
number of shares of stock or other securities or property which would have
been receivable upon the full exercise of this warrant, and the sum payable
therefor, shall be proportionately reduced.
7. Redemption Of Warrants. The unexercised portions, if any, of the
warrants are redeemable at the option of the Company at a price of $.075 per
Underlying Share at any time during a period of one hundred twenty days
commencing on the date hereof (the "Redemption Period"). If the Company shall
elect to redeem warrants as permitted by this Section 7, notice of redemption
shall be given to the holders of all outstanding warrants to whom the
redemption shall apply by mailing, by regular first class or certified mail or
by recognized courier service, a notice of such redemption, accompanied by
payment in full therefor by check or draft at the rate herein provided, to
their last addresses as they shall appear upon the Company's registry books.
The date of the mailing of such notice and payment shall be deemed the
effective date of such redemption (the "Redemption Date") whereupon, as of the
close of business on the Redemption Date, the warrants which shall have been
thus redeemed shall be null, void and of no further force and effect.
8. Lost, Stolen, Destroyed or Mutilated Warrants. Upon receipt by
the Company or its duly designated and acting agent, if any, of evidence
satisfactory (in the exercise of reasonable discretion) to each of them of the
ownership of and the loss, theft or destruction or mutilation of this or any
warrant and (in the case of loss, theft or destruction) of indemnity
satisfactory (in the exercise of reasonable discretion) to each of them, and
(in the case of mutilation) upon the surrender and cancellation thereof, the
Company or its duly designated and acting agent will issue and deliver, in
lieu thereof, a new warrant of like tenor.
9. Transferability. This warrant has not been registered under the
Securities Act; and is not transferable except on devolution of such warrant
by operation of the laws of descent and distribution in the event of the death
or adjudicated incompetence of the holder. Neither this warrant nor any
shares of common stock issued by reason of the exercise thereof shall be
pledged, hypothecated, made the subject of a security interest or otherwise
lodged as collateral to secure or guaranty the payment or performance of any
debt, indemnity, cause, claim, demand or other obligation of any kind, in
furtherance of which the certificate(s) evidencing any such shares of common
stock shall bear a restrictive legend reciting the proscription set forth
above.
10. Piggyback Registration Rights. If at any time, or from time to
time, commencing on the date of issuance hereof and ending three years after
the date of issuance hereof, the Company proposes to file a registration
statement with the Securities and Exchange Commission with respect to the sale
of any securities of the Company, the Company will, at least thirty (30) days
prior to such filing, give written notice thereof to the holders of this
warrant and the holders of the Underlying Shares and if, within twenty (20)
days after receipt of such notice, such holders request inclusion in such
registration statement of the Underlying Shares, the Company will use its best
efforts to include the Underlying Shares in such registration statement. The
Company will pay and bear all costs and expenses in connection with
registering such Underlying Shares.
11. Miscellaneous. This warrant shall not be valid for any purpose
unless signed by an authorized officer of the Company and countersigned by the
duly designated and acting agent, if any. This warrant does not confer upon
the holder any right to vote or to consent or to receive notice as a
stockholder of the Company.
12. Headings. The headings in this warrant are for purposes of
reference only, and shall not limit or otherwise affect the meaning hereof.
13. Expiration. This warrant will be wholly void and of no effect
after 3 P.M., New York local time, on the expiration date set forth on the
first page hereof.
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14. Law Governing. This warrant shall be construed and enforced in
accordance with and governed by the laws of the State of New Jersey.
15. Savings Clause. If any provision of this warrant, or the
application of such provision to any person or circumstance, shall be held
invalid, the remainder of this warrant, or the application of such provision
to persons or circumstances other than those as to which it is held invalid,
shall not be affected thereby.
CORNICHE GROUP INCORPORATED
By_______________________________
XXXXX X. XXXX, Vice President
ATTEST:
_______________________________
, Secretary
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