Exhibit 4.1
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 [ ], 2004
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Warrant to Purchase
[ ] Shares of
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Dated: [ ], 2003 Common Stock
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WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK
No.
THIS CERTIFIES THAT, FOR VALUE RECEIVED, [ ] or registered assigns (the
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"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,
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$.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 [ ], 2004 (the "Expiration Date"). The price
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for each share of Common Stock exercised hereunder shall be $[ ], 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 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 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, 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.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed, manually or in facsimile by an officer thereunto duly authorized.
MEDIS TECHNOLOGIES LTD.
By:
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Name:
Title:
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
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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
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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.