Exhibit 4.1
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No. WT-_______________ (WARRANT GROUP_____________)
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Warrant to Purchase
___________ Shares
STOCK PURCHASE WARRANT
To Purchase Common Stock of
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
Expires__________________, unless extended pursuant to the
terms hereof.
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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
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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
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adjustment multiplied 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.
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(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 unless the Company first receives
an opinion of counsel satisfactory to the Company that the Warrant 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) REGISTRATION RIGHTS.
(i) In the event that the Company proposes to file a
registration statement with respect to any class of securities (other than
pursuant to a registration statement on Forms S-4 or S-8 or any successor form)
under the Securities Act of 1933, as amended (the "Securities Act") the Company
shall notify the Holder at least twenty (20) days prior to the filing of such
registration statement and will offer to include in such registration statement
all or any portion of the Warrant Shares. At the written request of the Holder,
delivered to the Company within ten (10) days after receipt of the Company's
notice, the Holder shall state the number of Warrant Shares that it wishes to
sell or distribute publicly under the proposed registration statement. The
Company will use its best efforts, through its officers, directors, auditors and
counsel in all matters necessary or advisable, to cause such registration
statement to become effective as promptly as practicable. In that regard, the
Company makes no representations or warranties as to its ability to have the
registration statement declared effective. In the event the Company is advised
by the staff of the Securities and Exchange Commission, NASDAQ or any
self-regulatory or state securities agency that the inclusion of the Warrant
Shares will prevent, preclude or materially delay the effectiveness of a
registration statement filed by the Company with respect to
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any securities other than the Warrant Shares, the Company, in good faith, may
amend such registration statement to exclude the Warrant Shares without
otherwise affecting the Holder's rights herein with respect to any other
registration statement.
(ii) Underwriter's Restrictions. If a registration
statement is filed with respect to an underwritten registration on behalf of the
Company, and if the underwriter thereof advises the Company in writing that, in
its opinion, the number of Warrant Shares requested to be included in such
registration statement exceeds the number that can be sold in such offering
without materially adversely affecting the distribution of securities by the
underwriter, then the Holder shall delay his offering and sale for such period
ending on the earliest of (a) 180 days following the effective date of the
Company's registration statement or (b) such date as the Company, managing
underwriter and Holder shall otherwise agree. In the event of such delay, the
Company shall file such supplements, post-effective amendments and take any such
other steps as may be necessary to permit such Holder to make his proposed
offering and sale for a minimum period of ninety (90) days immediately following
the end of such period of delay.
(iii) Indemnification. In the event of any registration
of the Warrant Shares (or any of them) security pursuant to this Warrant, the
Company shall indemnify the Holder and its officers and directors against all
losses, claims, damages and liabilities caused by any untrue statement or
alleged untrue statement of a material fact contained in any registration
statement or prospectus (and as amended or supplemented) relating to such
registration, or caused by any omission or alleged omission to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances under which they are made, unless
such statement or omission was made in reliance upon and in conformity with
information furnished to the Company in writing by the Holder expressly for use
therein. The Holder shall notify the Company as soon as practicable following
receipt of notice of any action or proceeding or threatened action or proceeding
related to any alleged liability in respect of which indemnity may be sought
against the Company, and the Company shall, at its sole option, assume the
defense of such action or proceeding (employing counsel reasonably satisfactory
to the Holder); provided, however, failure to so notify the Company shall not
relieve the Company of its indemnification obligations hereunder unless such
failure materially adversely affects the Company's defense of such action or
proceeding. The Holder shall have the right to employ separate counsel in any
such action and participate in the defense thereof, but the fees and expenses of
such counsel shall not be at the expense of the Company unless the employment of
such counsel has been specifically authorized by the Company. The Company shall
not be liable to indemnify any person for any settlement of any such action or
proceeding effected without the Company's written consent. The Holder shall also
indemnify the Company, its officers and directors and each underwriter of the
offering so registered with respect to losses, claims, damages and liabilities
caused by any untrue statement of a material fact or omission to state a
material fact required to be stated therein made in reliance upon and in
conformity with information furnished by the Holder to the Company in writing
expressly for use in such registration statement or prospectus.
(iv) Expenses. All expenses of any registration
referred to in this Warrant, except any fees and disbursements of counsel to the
Holder, underwriting commissions or
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discounts, any transfer or other taxes applicable to the Warrant and/or Warrant
Shares, shall be borne by the Company.
(i) 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
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, 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.
(j) 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 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:
Dated: ______________________
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PURCHASE FORM
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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
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Name _________________________________________________________________
(Please typewrite or print in block letters)
Address_______________________________________________________________
Signature___________________________________________________
ASSIGNMENT FORM
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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________________________________________________________________
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