Agreement合同书 -
失学儿童FOR VALUE RECEIVED, AAA, INC., a _________(PLACENAME) corporation ( AAA or the Company ), hereby certifies that BBB INC (the Holder ) is entitled, subject to the provisions contained herein, to purcha from the Company 000,000 fully paid and non-asssable shares of Common Stock (as defined below), subject to adjustment as provided herein, at an exerci price per share of Common Stock (the Exerci Price ) of $[INSERT EXERCISE PRICE].
The term Common Stock means the Common Stock, par value $.01 per share, of the Company as constituted on the date hereof. The number of shares of Common Stock to be received upon the exerci of the Warrants may be adjusted from time to time as hereinafter t forth. The shares of Common Stock deliverable upon such exerci, and as adjusted from time to time, are hereinafter referred to as Warrant Stock. The term Other Securities means any other curities that may be issued by the Company in addition to, or in substitution for, the Warrant Stock.
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References herein to the Company are to (i) AAA and any successor thereto, (ii) any successor corporation resulting from the merger or consolidation of AAA, or any successor thereto, with another corporation or (ii) any corporation to which AAA, or any successor thereto, has transferred its property or asts as an entirety or substantially as an entirety.
Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of the Warrants, and (in the ca of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of the Warrants, if mutilated, the Company shall execute and deliver new Warrants of like tenor and date. Any such new Warrants, upon execution and delivery, shall constitute an additional contractual obligation on the part of the Company, whether or not the Warrants so lost, stolen, destroyed or mutilated shall be at any time enforceable by anyone.
The Holder agrees with the Company that the Warrants are issued , and all the rights h
ereunder shall be held subject to, all of the conditions, limitations and provisions t forth herein, including the following:
1. Exerci of Warrants. The Warrants may be exercid, in whole or in part, at any time prior to _________,_________,_________(M,D,Y)[END OF CONTRACT YEAR]; provided, however, that the exercisability of the Warrants shall be subject to the condition that the Agreement dated as of _________,_________,_________(M,D,Y) between AAA and the Holder (the Principal Agreement ), as amended or modified, shall be in effect, and no further Warrants shall be exercisable on or after the expiration, nonrenewal or termination of said agreement. Subject to the foregoing, the Warrants shall be exercisable by prentation and surrender of the Warrants to the Company at its principal office (which on the date hereof is _________), or at the office of its stock transfer agent (which on the date hereof is the Company), if any, with the Warrant Exerci Form attached hereto duly executed and accompanied by payment (either in cash or by certified or official bank check or checks, payable to the order of the Company) of the Exerci Price for the number of shares specified in such form. Upon re
inconclusionceipt by the Company of the Warrants, together with the Exerci Price, at its office, or by the Company’s stock transfer agent at its office, in proper form for exerci, the Holder shall be deemed to be the holder of record of the Warrant Stock (and Other Securities) issuable upon such exerci, notwithstanding that the transfer books of the Company shall then be clod or that certificates reprenting such Warrant Stock (or Other Securities) shall not then be actually delivered to the Holder. The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of Warrant Stock (and Other Securities) upon exerci of the Warrants.
2. Rervation of Shares and Other Securities. The Company will at all times rerve for issuance and delivery upon exerci of the Warrants all shares of Warrant Stock and other shares of capital stock of the Company (and Other Securities) from time to time receivable upon exerci of the Warrants. All such shares (and Other Securities) shall be duly authorized and, when issued upon such exerci, shall be validly issued, fully paid and non-asssable and free and clear of all preemptive rights.
3. Fractional Shares. No fractional shares or scrip reprenting fractional shares shall be issuable upon the exerci of the Warrants, but the Company shall pay the Holder an amount equal to the fair market value of such fractional share in lieu of each fraction of a share otherwi issuable upon any exerci of the Warrants, as determined by the Board of Directors in its reasonable discretion.
4. Exchange of Warrants. The Warrants are exchangeable, without expen, at the option of the Holder, upon prentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations, entitling the Holder to purcha in the aggregate the same number of shares of Warrant Stock (and Other Securities) purchasable hereunder.put
tomb sweeping day5. Rights of the Holder. The Holder shall not, by virtue hereof, be entitled to any rights as a shareholder of the Company, either at law or in equity, and the rights of the Holder are limited to tho expresd herein.
取其精华去其糟粕6. Anti-Dilution Provisions.
6.1 Adjustment for Recapitalization. If the Company shall at any time subdivide its outstanding shares of Common Stock (or Other Securities at the time receivable upon the exerci of the Warrants) by recapitalization, reclassification or split-up thereof, or if the Company shall declare a stock dividend or distribute shares of Common Stock to its shareholders, the number of shares of Common Stock (or Other Securities) subject to the Warrants immediately prior to such subdivision shall be proportionately incread and the Exerci Price per share shall be proportionately decread, and if the Company shall at any time combine the outstanding shares of Common Stock (or Other Securities) by recapitalization, reclassification or combination thereof, the number of shares of Common Stock (or Other Securities) subject to the Warrants immediately prior to such combination shall be proportionately decread and the Exerci Price per share shall be proportionately incread. Any such adjustments pursuant to this Section 6.1 shall be effective at the clo of business on the effective date of such subdivision or combination or, if any adjustment is the result of a stock dividend or distribution, then the effective date for such adjustment shall be the record date therefor.
