|
Exhibit
4(i)
COMMON STOCK PURCHASE
WARRANT AGREEMENT
This Common Stock Purchase
Warrant Agreement is made as of
, 200_, by and between Gold Ribbon Bio Energy Holdings Inc. and
Registrar and Transfer Company (the “Warrant
Agent”).
WHEREAS, the Company
has determined to issue and deliver Common Stock Purchase Warrants
(the “Warrants”) entitling the holders of the Warrants
to purchase an aggregate of up to 12,000,000 Common Shares of the
Company;
WHEREAS, the Company
desires to provide for the form and provisions of the Warrants, the
terms upon which they will be issued and may be exercised, and the
respective rights, limitations and immunities of the Company, the
Warrant Agent and the holders of the Warrants; and
WHEREAS, all acts and
things necessary have been done and performed to make the Warrant,
when executed on behalf of the Company and countersigned by or on
behalf of the Warrant Agent, as provided in this Agreement, the
valid, binding and legal obligation of the Company, and to
authorize the execution and delivery of this Agreement;
NOW, THEREFORE, in
consideration of the mutual agreements contained herein, the
parties hereto agree as follows:
Article I
Execution and
Countersignature of Warrants
1.01. Execution and
Countersignature of Warrants .
(a) Each Warrant, whenever
issued, shall be dated
, 200_, shall be substantially in the form of Exhibit A attached
hereto and incorporated hereby, and shall be signed by, or bear the
facsimile signature of, the President or a Vice President and of
the Secretary or an Assistant Secretary of the Company. If any
officer whose facsimile signature has been placed upon any Warrant
ceases to be that officer before the Warrant is issued, the Warrant
may be issued with the same effect as if the officer had not ceased
to be that officer on the date of issuance.
(b) No Warrant may be
exercised until it has been countersigned by the Warrant Agent. The
Warrant Agent shall countersign a Warrant only if:
(i) the Warrant is to be
issued in exchange or substitution for one or more previously
countersigned Warrants, as provided in this Agreement,
or
(ii) the Company instructs
the Warrant Agent to do so.
(c) Unless and until
countersigned by the Warrant Agent pursuant to this Agreement, a
Warrant is invalid and of no effect.
Article II
Warrant Price, Duration
and Exercise of Warrants
2.01. Warrant Price .
Each Warrant, when countersigned by the Warrant Agent, shall
entitle the holder of the Warrant, subject to the provisions of
this Agreement, to purchase from the Company two hundred
(200) Common Shares for each Warrant as stated on the face of
the Warrant at the price of five dollars ($5.00) per share until
such time prior to the expiration date as described in the Warrant,
as up to 60,000 warrants have been exercised and the Company has
received up to $60,000,000 in the process, subject to the
adjustments provided in Article III of this Agreement. The Warrant
Price as used herein shall refer to the price per share at which
Common Shares may be purchased at the time a Warrant is
exercised.
2.02. Duration of
Warrants . Warrants may be exercised only on or before the
earlier date on which 60,000 Warrants have been issued or the date
that is the last Friday of the seventh calendar month after the
date of issue of the Warrants (the “Expiration Date”).
Notwithstanding the foregoing, if notice has been given as provided
in Article III hereof in connection with the liquidation,
dissolution or winding up of the Company, the Warrants shall expire
at the close of business on the third full business day before the
date specified in the notice as the record date for determining
holders of stock entitled to receive any distribution upon the
liquidation, dissolution or winding up; provided, however, that
such date is at least five (5) business days after the date of
the notice.
2.03. Exercise of
Warrants .
(a) A Warrant, when
countersigned by the Warrant Agent, may be exercised by
surrendering it at the office of the Warrant Agent in Cranford, New
Jersey, or at the office of its successor as warrant agent, prior
to the close of business of the Warrant Agent on the Expiration
Date or such earlier date as may be applicable with the exercise
form set forth in the Warrant duly completed and executed, and by
paying in full, in lawful money of the United States, the Warrant
Price for each full Common Share as to which the Warrant is
exercised, and any applicable taxes. Notwithstanding the foregoing,
the Company is only required to use reasonable efforts which will
permit the purchase and sale of the Common Shares underlying the
Warrants and is not required to qualify the Warrants or the Common
Shares underlying the Warrants in any state.
(b) As soon as practicable
after the exercise of any Warrant, the Company shall issue to, or
upon the order of, the holder or holders of the Warrant, in
whatever name or names the Warrant holder may direct, a certificate
or certificates for the number of full Common Shares to which the
holder or holders are entitled, registered in the name or names
specified by the holder or holders, and, if the Warrant is not
exercised in full (except with respect to a remaining fraction of a
share), a new countersigned Warrant for the number of shares
(including fractional shares) as to which the Warrant has not been
exercised. All Warrants surrendered shall be canceled by the
Company.
(c) If the same holder of one
or more Warrants exercises the purchase rights under the Warrants
in the same transaction in a manner that leaves the right to
purchase a fraction of a share unexercised, the Company shall pay a
cash adjustment with respect to that final fraction in an amount
equal to the same fraction of the current market price of one
Common Share on the business day that
2
next precedes the day of exercise
reduced by the same fraction of the Warrant Price of one Common
Share on that day. For this purpose, the current market price shall
be the price of one Common Share on the principal stock exchange on
which the Common Shares is traded on the next preceding business
day, or, if no sales take place on that day or if the Common Shares
are not then listed on a stock exchange, the average of the
reported bid and asked prices on that day in the over-the-counter
market.
(d) All Common Shares issued
upon the exercise of a Warrant shall be duly and validly issued,
fully paid and nonassessable, and the Company shall pay all taxes
in connection with the issuance of such shares. The Company shall
not be required to pay any tax imposed in connection with any
transfer involved in the issuance of a certificate for Common
Shares in any name other than that of the holder or holders of the
Warrant surrendered in connection with the purchase of the shares.
In this case the Company shall not be required to issue or deliver
any stock certificate until the tax has been paid.
(e) Each person in whose name
any certificate for Common Shares is issued shall be deemed to have
become the holder of record of the shares on the date on which the
Warrant was surrendered and payment of the Warrant Price and any
applicable taxes was made, irrespective of the date of delivery of
the certificate, except that, if the date of surrender and payment
is a date when the stock transfer books of the Company are closed,
a person shall be deemed to have become the holder of shares at the
close of business on the next succeeding date on which the stock
transfer books are open. Except as otherwise provided in Article
III, each person holding any shares received upon exercise of
Warrants shall be entitled to receive only dividends or
distributions which are payable to holders of record on or after
the date on which the person is deemed to become the holder of
record of such shares.
Article III
Adjustments
3.01. Stock Dividends -
Split-Ups . If after the date of this Agreement, and subject to
the provisions of Section 3.07 hereof, the number of
outstanding Common Shares of the Company is increased by a stock
dividend payable in Common Shares or by a split-up of Common
Shares, then, on the day following the date fixed for the
determination of holders of Common Shares entitled to receive the
stock dividend or split-up, the number of shares issuable on
exercise of each Warrant shall be increased in proportion to the
increase in outstanding shares and the then applicable Warrant
Price shall be correspondingly decreased.
3.02. Aggregation of
Shares . If after the date of this Agreement, and subject to
the provisions of Section 3.07 hereof, the number of
outstanding Common Shares of the Company is decreased by a
combination or reclassification of Common Shares, then, after the
effective date of the combination or reclassification, the number
of Common Shares issuable on exercise of each Warrant shall be
decreased in proportion to the decrease in outstanding Common
Shares and the then applicable Warrant Price shall be
correspondingly increased.
3.03. Special Stock
Dividends . If after the date of this Agreement, and subject to
the provisions of Section 3.07 hereof, shares of any class of
stock of the Company (other than Common Shares) are issued by way
of a stock dividend on outstanding Common
3
Shares, then, commencing with the day
following the date fixed for the determination of holders of Common
Shares entitled to receive the stock dividend, in addition to any
Common Share receivable upon exercise of the Warrants, the Warrant
holders upon exercise of the Warrants shall be entitled to receive,
as nearly as practicable, the same number of shares of dividend
stock, plus any shares issued upon any subsequent change,
replacement, subdivision or combination of the stock dividend, to
which the holders would have been entitled if their Warrants would
have been exercised immediately prior to the stock dividend. No
adjustment in the Warrant Price shall be made merely by virtue of
the happening of any event specified in this
Section 3.03.
3.04. Reorganization,
Etc . If after the date of this Agreement any capital
reorganization or reclassification of the Common Shares of the
Company, or consolidation or merger of the Company with another
corporation, or sale of all or substantially all of its assets to
another corporation is effective, then, as a condition of the
reorganization, reclassification, consolidation, merger or sale,
lawful and fair provision shall be made whereby the Warrant holders
after the transaction shall 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 Common Shares of the Company
purchasable and receivable immediately prior to the transaction
upon the exercise of the rights represented by the Warrants, the
shares of stock, securities or assets that may be issued or payable
with respect to or in exchange for a number of outstanding Common
Shares equal to the number of Common Shares purchasable and
receivable immediately prior to the transaction upon the exercise
of the rights represented by the Warrants if the reorganization,
reclassification, consolidation, merger or sale had not taken
place. Appropriate provisions shall be made in connection with a
reorganization, reclassification, consolidation, merger or sale
with respect to the rights and interests of the Warrant holders to
the end that the provision of this Agreement (including, without
limitation, provisions for adjustments of the Warrant Price and of
the number of shares purchasable upon exercise of the Warrants)
shall immediately after the transaction be applicable as nearly as
possible to any shares of stock, securities or assets deliverable
immediately after the transaction upon the exercise of the
Warrants. The Company shall not effect any consolidation, merger or
sale unless, prior to the c
|
