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EXHIBIT 4.3
ORGANIZER STOCK PURCHASE WARRANT
For the purchase of _____ Common Shares,
Without Par Value
of
OHIO LEGACY CORP
(an Ohio corporation)
THIS CERTIFIES THAT, for value received ________ (the "Holder"), as
registered owner of this Warrant, is entitled, at any time consistent with the
Vesting Period and before ten (10) years from the date of issuance of the
Warrant, but not thereafter, to subscribe for, purchase and receive _____ fully
paid and nonassessable common shares, without par value (the "Common Shares"),
of Ohio Legacy Corp (the "Company") at the price of Ten Dollars ($10) per Common
Share (the "Exercise Price"), upon presentation and surrender of this Warrant
and upon payment of the Exercise Price for such of the Common Shares to the
Company at the principal office of the Company. This Warrant shall vest and
become exercisable in three equal percentages each year over the three years
from the date of issuance. To exercise this Warrant, the form of election
hereinafter provided for must be duly executed and the instructions for
registering the ownership of the Common Shares acquired by such exercise must be
completed. If the subscription rights represented hereby shall not be exercised
at or before ten (10) years from the date of issuance of the Warrant, this
Warrant shall become and be void without further force or effect, and all rights
represented hereby shall cease and expire. This Warrant is non-transferable
except to affiliates of the holder and for estate planning reasons.
This Warrant may be exercised in whole or in part (only as provided in
this Warrant), by execution by the Holder of the form of exercise hereinafter
provided for. In the event of the exercise hereof in part only, the Company
shall cause to be delivered to the Holder a new Warrant of like tenor to this
Warrant in the name of the Holder evidencing the right of the Holder to purchase
the number of Common Shares purchasable hereunder as to which this Warrant has
not been exercised or assigned.
If, prior to the expiration of this Warrant by exercise or by its
terms, the Company shall issue any of its Common Shares as a stock dividend or
subdivide the number of outstanding Common Shares into a greater number of
shares, then, in either of such cases, the Exercise Price per Common Share
purchasable pursuant to this Warrant in effect at the time of such action shall
be proportionately reduced and the number of Common Shares at the time
purchasable pursuant to this Warrant shall be proportionately increased; and
conversely, if the Company shall contract the number of outstanding Common
Shares by combining such shares into a smaller number of shares, then, in such
case, the Exercise Price per Common Share purchasable pursuant to this Warrant
shall be proportionately increased and the number of shares purchasable under
this Warrant shall be proportionately decreased. If the Company shall, at any
time during the life of this Warrant, declare a dividend payable in cash on its
Common Shares and shall at substantially the same time offer to its common
shareholders a right to purchase new Common Shares from the proceeds of such
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dividend or for an amount substantially equal to the dividend, all Common Shares
so issued shall, for the purpose of this Warrant, be deemed to have been issued
as a stock dividend. Any dividend paid or distributed upon the Common Shares in
shares of any other class of securities convertible into Common Shares shall be
treated as a stock dividend to the extent that Common Shares are issuable upon
the conversion thereof.
If, prior to the expiration of this Warrant by exercise or by its
terms, the Company shall be recapitalized by reclassifying its outstanding no
par value Common Shares into shares with a different par value, or the Company
or successor corporation shall consolidate or merge with or convey all or
substantially all of its or of any successor corporation's property and assets
to any other corporation or corporations (any such corporation being included
within the meaning of the term "successor corporation" used above in the event
of any consolidation or merger of any such corporation with, or the sale of all
or substantially all of the property of any such corporation to another
corporation or corporations), the holder of this Warrant shall thereafter have
the right to purchase, upon the basis and on the terms and conditions and during
the time specified in this Warrant, in lieu of the Common Shares of the Company
theretofore purchasable upon the exercise of this Warrant, such shares,
securities, or assets as may be issued or payable with respect to, or in
exchange for, the number of Common Shares of the Company theretofore purchasable
upon the exercise of this Warrant had such recapitalization, consolidation,
merger or conveyance not taken place, and in any such event, the rights of the
holder of this Warrant to an adjustment in the number of Common Shares
purchasable upon the exercise of this Warrant as herein provided shall continue
and be preserved in respect of any shares, securities, or assets which the
holder of this Warrant becomes entitled to purchase.
If: (i) the Company shall take a record of its common shareholders for
the purpose of entitling them to receive a dividend payable otherwise than in
cash, or any other distribution in respect of the Common Shares (including
cash), pursuant to, without limitation, any spin-off, split-off, or distribution
of the Company's assets; or (ii) the Company shall take a record of the holders
of its common shares for the purpose of entitling them to subscribe for or
purchase any shares of any class or to receive any other rights; or (iii) in the
event of any classification, reclassification, or other reorganization of the
shares which the Company is authorized to issue, consolidation or merger of the
Company with or into another corporation, or conveyance of all or substantially
all of the assets of the Company; or (iv) in the event of the voluntary or
involuntary dissolution, liquidation or winding up of the Company; then, and in
any such case, the Company shall mail to the holder of this Warrant at least 30
days prior thereto, a notice stating the date or expected date on which a record
is to be taken for the purpose of such dividend, distribution or rights, or the
date on which such classification, reclassification, reorganization,
consolidation, merger, conveyance, dissolution, liquidation, or winding up is to
take place, as the case may be. Such notice shall also specify the date or
expected date, if any is to be fixed, as for which holders of Common Shares of
record shall be entitled to participate in such dividend, distribution, or
rights, or shall be entitled to exchange their Common Shares for securities or
other property deliverable upon such classification, reclassification,
reorganization, consolidation, merger, conveyance, dissolution, liquidation, or
winding up, as the case may be.
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If the Company, at any time while this Warrant shall remain unexpired
and unexercised, shall sell all or substantially all of its property, dissolve,
liquidate, or wind up its affairs, the holder of this Warrant may thereafter
receive upon exercise hereof, in lieu of each Common Share which it would have
been entitled to receive, the same kind and amount of any securities or assets
as may be issuable, distributable, or payable upon any such sale, dissolution,
liquidation, or winding up with respect to each Common Share of the Company.
In no event shall this Warrant (or the Common Shares issuable upon full
or partial exercise hereof) be offered or sold except in conformity with the Act
and applicable State Acts.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officers and to be sealed with the seal of the Company this
___ day of _______, ____.
OHIO LEGACY CORP
an Ohio corporation
By:
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▇. ▇▇▇▇▇▇ ▇▇▇▇▇, President and
Chief Executive Officer
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