EXHIBIT 4.3
THIS WARRANT MAY NOT BE TRANSFERRED TO ANY PERSON EXCEPT AS OTHERWISE
DESCRIBED BELOW
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MEDIS TECHNOLOGIES LTD.
(Incorporated under the laws of the State of Delaware)
VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON , 2005
Warrant to Purchase
Shares of
Dated: , 2002 Common Stock
WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK
No. SLP-
THIS CERTIFIES THAT, FOR VALUE RECEIVED,
or registered assigns (the "Holder") is entitled to purchase from Medis
Technologies Ltd., a Delaware corporation (the "Company"), subject to the terms
and conditions set forth in this Warrant, up to fully paid and nonassessable
shares of common stock, $.01 par value per share (the "Common Stock"), of the
Company, at any time commencing on the date hereof (the "Commencement Date") and
expiring at 5:00 p.m., New York City time, on , 2005 (the "Expiration
Date"). The price for each share of Common Stock exercised hereunder shall be
equal to 90% of the last sale price of the Common Stock on , 2002,
increasing to 100% of such sale price on , 2003 and to 110% of such sale
price on , 2004, subject to adjustment as herein provided (the
"Purchase Price").
The Holder agrees with the Company that this Warrant is issued, and all
the rights hereunder shall be held, subject to all of the conditions,
limitations and provisions set forth herein.
1. EXERCISE OF WARRANT.
1.1 MANNER OF EXERCISE. This Warrant may be exercised in whole at
any time, or in part from time to time, during the period commencing on the
Commencement Date and expiring on the Expiration Date or, if any such day is a
day on which banking institutions in the City of New York are authorized by law
to close, then on the next succeeding day that shall not be such a day, by
presentation and surrender of this Warrant to the Company at its principal
office with the Subscription Form attached hereto duly executed and accompanied
by payment (either in cash or by certified or official bank check, payable to
the order of the Company) of the Purchase Price for the number of shares
specified in such Form and instruments of transfer, if appropriate, duly
executed by the Holder or its duly authorized attorney. Upon receipt by the
Company of this Warrant, together with the Exercise Price, at its office, in
proper form for exercise, the Holder shall be deemed to be the holder of record
of the shares of Common Stock issuable upon such exercise, notwithstanding that
the stock transfer books of the Company shall then be closed or that
certificates representing such shares of Common Stock shall not then be actually
delivered to the Holder. The Company shall pay any and all documentary stamp or
similar issue taxes payable in respect of the issue or delivery of shares of
Common Stock on exercise of this Warrant. Each Warrant not exercised on or
before the Expiration Date shall become void, and all rights thereunder and all
rights in respect thereof under this Warrant shall cease at the close of
business on the Expiration Date. The Company in its sole discretion may extend
the duration of the Warrants by delaying the Expiration Date.
1.2 ISSUANCE OF CERTIFICATES. As soon as practicable after the
exercise of a Warrant, the Company shall issue to the Holder a certificate or
certificates for the number of full shares of Common Stock to which the Holder
is entitled, registered in such name or names as may be directed by the Holder,
and if such Warrant shall not have been exercised in full, a new countersigned
Warrant for the number of shares of Common
Stock as to which such Warrant shall not have been exercised. Notwithstanding
the foregoing, the Company shall not be obligated to deliver any securities
pursuant to the exercise of a Warrant unless a registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
securities is then currently effective or an exemption thereunder is available.
Warrants may not be exercised by, or securities issued to, any Holder in any
state in which such exercise would be unlawful.
2. RESERVATION OF SHARES. The Company will at all times reserve for
issuance and delivery upon exercise of this Warrant all shares of Common Stock
or other shares of capital stock of the Company (and other securities and
property) from time to time receivable upon exercise of this Warrant. All such
shares (and other securities and property) shall be duly authorized and, when
issued upon such exercise, shall be validly issued, fully paid and nonassessable
and free of all preemptive rights.
3. NO FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. If the
holder of any Warrant would be entitled, upon the exercise of such Warrant, to
receive a fractional interest in a share, the Company shall, upon such exercise,
purchase such fractional interest, determined as follows:
(i) If the Common Stock is listed on a national securities exchange
or admitted to unlisted trading privileges on such exchange or listed for
trading on The Nasdaq National Market or The Nasdaq SmallCap Market or the OTC
Bulletin Board, the current value shall be the last reported sale price of the
Common Stock on such exchange on the last business day prior to the date of
exercise of such Warrant or if no such sale is made on such day, the average of
the closing bid and asked prices for such day on such exchange; or
(ii) If the Common Stock is not listed or admitted to unlisted
trading privileges, the current value shall be the mean of the last reported bid
and asked prices reported by the National Quotation Bureau, Inc. on the last
business day prior to the date of the exercise of such Warrant; or
(iii) If the Common Stock is not so listed or admitted to unlisted
trading privileges and bid and asked prices are not so reported, the current
value shall be an amount determined in such reasonable manner as may be
prescribed by the Board of Directors of the Company.
4. STOCK DIVIDENDS; SPLIT-UPS. If after the issuance of the Warrants, and
subject to the provisions herein the number of outstanding shares of Common
Stock is increased by a stock dividend payable in shares of Common Stock or by a
split-up of shares of Common Stock or other similar event, then, on the
effective day thereof, the number of shares issuable on exercise of each Warrant
shall be increased in proportion to such increase in outstanding shares and the
then applicable Purchase Price shall be correspondingly decreased.
5. AGGREGATION OF SHARES. If after the date hereof, and subject to the
provisions herein, the number of outstanding shares of Common Stock is decreased
by a consolidation, combination or reclassification of shares of Common Stock or
other similar event, then, after the effective date of such consolidation,
combination or reclassification, the number of shares issuable on exercise of
each Warrant shall be decreased in proportion to such decrease in outstanding
shares and the then applicable Purchase Price shall be correspondingly
increased.
6. REORGANIZATION, ETC. If after the date hereof any capital
reorganization or reclassification of the Common Stock, or consolidation or
merger of the Company with another corporation, or the sale of all or
substantially all of its assets to another corporation or other similar event
shall be effected, then, as a condition of such reorganization,
reclassification, consolidation, merger or sale, lawful and fair provision shall
be made whereby the registered holders shall thereafter have the right to
purchase and receive, upon the basis and upon the terms and conditions specified
in the Warrants and in lieu of the securities of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights
represented thereby, such shares of stock, securities or assets as may be issued
or payable with respect to or in exchange for the number of outstanding shares
of such Common Stock equal to the number of shares of Common Stock immediately
theretofore purchasable and receivable upon the exercise of the rights
represented by the Warrants, had such reorganization, reclassification,
consolidation, merger, or sale not taken place and in such event appropriate
provision shall be made with respect to the rights and interests of the
registered holders to the end that the provisions hereof (including, without
limitation, provisions for adjustments of the Purchase Price and of the number
of shares of Common Stock purchasable upon
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the exercise of the Warrants) shall thereafter be applicable, as nearly as may
be in relation to any share of stock, securities or assets thereafter
deliverable upon the exercise hereof. The Company shall not effect any such
consolidation, merger or sale unless prior to the consummation thereof the
successor corporation (if other than the Company) resulting from such
consolidation or merger, or the corporation purchasing such assets, shall assume
by written instrument executed and delivered to the Company the obligation to
deliver to the registered holders such shares of stock, securities or assets as,
in accordance with the foregoing provisions, such holders may be entitled to
purchase.
7. FORM OF WARRANT. This Warrant Certificate need not be changed because
of any adjustment pursuant to the terms herein, and Warrants issued after such
adjustment may state the same Purchase Price and the same number of shares as is
stated in this Warrant Certificate. However, the Company may at any time in its
sole discretion make any change in the form of Warrant that the Company may deem
appropriate and that does not affect the substance thereof, and any Warrant
thereafter issued, whether in exchange or substitution for an outstanding
Warrant or otherwise, may be in the form as so changed.
8. TRANSFER OF WARRANTS. The Warrants are not transferable, other than by
will or by the laws of descent and distribution. Subject to the foregoing
limitations, the Company shall register the transfer, from time to time, of any
outstanding Warrant upon the Warrant Register, upon surrender of such Warrant
for transfer, properly endorsed with signatures properly guaranteed and
accompanied by appropriate instructions for transfer. Upon any such transfer, a
new Warrant representing an equal aggregate number of Warrants shall be issued
and the old Warrant shall be cancelled by the Company.
9. RIGHTS AS STOCKHOLDERS. Prior to the exercise of any Warrant
represented hereby, the Holder shall not be entitled to any rights of a
stockholder of the Company, including, without limitation, the right to vote or
to receive dividends or other distributions, to exercise any preemptive rights,
to consent or to receive notice as stockholders of the Company in respect to the
meetings of stockholders or the election of directors of the Company or any
other matter.
10. LOST, STOLEN, MUTILATED OR DESTROYED WARRANTS. If any Warrant is lost,
stolen, mutilated, or destroyed, the Company may on such terms as to indemnify
or otherwise as it may in its discretion impose (which shall, in the case of a
mutilated Warrant, include the surrender thereof), issue a new Warrant of like
denomination, tenor, and date as the Warrant so lost, stolen, mutilated or
destroyed. Any such new Warrant shall constitute a substitute contractual
obligation of the Company, whether or not the allegedly lost, stolen, mutilated,
or destroyed Warrant shall be at any time enforceable by anyone.
11. REGISTRATION OF WARRANTS AND COMMON STOCK. The Company has filed a
registration statement under the Federal securities laws with respect to, among
other things, the Warrants and the Common Stock and has covenanted and agreed to
use its best efforts to keep such registration statement current, if required
under the Act, while any of the Warrants are outstanding, and deliver a
prospectus which complies with Section 10(a)(3) of the Act to the Holder
exercising this Warrant.
12. GOVERNING LAW. This Warrant Certificate shall be governed by and
construed in accordance with the laws of the State of New York without giving
effect to conflicts of laws.
13. NOTICE. Notices and other communications to be given to the Holder of
the Warrant evidenced by this certificate shall be deemed to have been
sufficiently given, if delivered or mailed, addressed in the name and at the
address of such owner appearing on the records of the Company, and if mailed,
sent registered or certified mail, postage prepaid. Notices or other
communications to the Company shall be deemed to have been sufficiently given if
delivered by hand or mailed, by registered or certified mail, postage prepaid,
to the Company at 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn:
President, or at such other address as the Company shall have designated by
written notice to such registered owner as herein provided. Notice by mail shall
be deemed given when deposited in the United States mail as herein provided.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed, manually or in facsimile by two of its officers thereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon.
MEDIS TECHNOLOGIES LTD.
By:_____________________________________________
Name: Xxxxxx Xxxxxxxx
Title: President
By:_____________________________________________
Name Xxxxxx X. Xxxxxx
Title: Secretary
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SUBSCRIPTION FORM
To Be Executed by the Registered Holder in Order to Exercise Warrants
The undersigned Registered Holder hereby irrevocably elects to exercise
_____________ Warrants represented by this Warrant Certificate, and to purchase
the securities issuable upon the exercise of such Warrants, and requests that
certificates for such securities shall be issued in name of
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
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(please print or type name and address)
and be delivered to
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(please print or type name and address)
and if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the Registered Holder
at the address stated below.
Dated: X
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Address
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Social Security or Taxpayer
Identification Number
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Signature Guaranteed
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ASSIGNMENT
FOR VALUE RECEIVED,
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hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER
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(please print or type name and address)
___________________________ of the Warrants represented by this Warrant
Certificate, and hereby irrevocably constitutes and appoints
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Attorney to transfer this Warrant Certificate on the books of the Company, with
full power of substitution in the premises.
Dated: X
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Signature Guaranteed
THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER AND MUST BE
GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE
AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR
MIDWEST STOCK EXCHANGE.
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