Exhibit 4.1
FORM OF WARRANT
THIS WARRANT HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS.
THE WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED
OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THOSE
LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL
SATISFACTORY TO IT THAT SUCH DISPOSITION IS IN COMPLIANCE WITH THE
SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
Right to Purchase
Shares
of Common Stock of Tri-Isthmus Group, Inc.
TRI-ISTHMUS GROUP, INC.
Common Stock Purchase Warrant
TRI-ISTHMUS GROUP, INC., a Delaware corporation
(the “ Company ”), hereby certifies that, for
value received,
(the “ Holder ”) is entitled, subject to the
terms set forth below, to purchase from the Company at any time on
or before 5:00 p.m., Pacific Daylight Time, on July 18,
2008 (the “ Expiration Date ”) Fifteen Thousand
(15,000) fully paid and nonassessable shares of common stock of the
Company, par value $0.01 per share (the “ Common Stock
”), at a purchase price per share equal to the Purchase
Price, as defined herein. The number of such shares of Common Stock
and the Purchase Price are subject to adjustment as provided in
this Warrant. The initial purchase price for shares subject to this
Warrant will be 50/100 Dollars ($0.50) per share (the “
Initial Purchase Price ”), and will be adjusted from
time to time as provided herein. The Initial Purchase Price or, if
such price has been adjusted, the price per share of Common Stock
as last adjusted pursuant to the terms hereof is referred to as the
“ Purchase Price ” herein.
1. Exercise of Warrant .
This Warrant may be exercised by the Holder hereof in full at any
time until the Expiration Date by surrender of this Warrant and the
subscription form annexed hereto (duly executed by the Holder), to
the Company, and by making payment in cash or by certified or
official bank check payable to the order of the Company, in the
amount obtained by multiplying (i) the number of shares of
Common Stock subject to the Warrant by (ii) the Purchase Price
then in effect.
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2. Delivery of Stock Certificates,
etc., on Exercise . As soon as practicable after the
exercise of this Warrant, the Company will cause to be issued in
the name of and delivered to the Holder hereof a certificate for
the number of fully paid and nonassessable shares of Common Stock
(or Other Securities) to which the Holder shall be entitled on such
exercise, plus, in lieu of any fractional share to which the Holder
would otherwise be entitled, cash equal to such fraction multiplied
by the then current fair market value (as reasonably determined by
the Company) of one full share, together with any other stock or
other securities or property (including cash, where applicable) to
which the Holder is entitled upon such exercise. “ Other
Securities ” shall mean any stock (other than Common
Stock) and other securities of the Company or any other person
(corporate or otherwise) which the Holder at any time shall be
entitled to receive, or shall have received, on the exercise of
this Warrant, in lieu of or in addition to Common Stock, or which
at any time shall be issuable or shall have been issued in exchange
for or in replacement of Common Stock or Other Securities pursuant
to Sections 3 or 4.
3. Adjustment .
(a) Initial Purchase Price; Subsequent
Adjustment of Price and Number of Purchasable Shares . The
Initial Purchase Price will be adjusted from time to time as
provided below. Upon each adjustment of the Purchase Price, the
Holder will thereafter be entitled to purchase, at the Purchase
Price resulting from such adjustment, the number of shares of
Common Stock obtained by multiplying the Purchase Price in effect
immediately before such adjustment by the number of shares of
Common Stock purchasable pursuant to this Warrant immediately
before such adjustment and dividing the product by the Purchase
Price resulting from such adjustment.
(b) Adjustment for Stock Splits and
Combinations . If the Company at any time or from time to time
after the date of this Warrant effects a subdivision of the
outstanding shares of Common Stock, by stock split or otherwise,
the Purchase Price then in effect immediately before that
subdivision shall be proportionately decreased; and, conversely, if
the Company at any time or from time to time after the date of this
Warrant combines the outstanding shares of Common Stock, by reverse
stock split or otherwise, the Purchase Price then in effect
immediately before that combination shall be proportionately
increased. Any adjustment under this Section 3(b) shall become
effective at the close of business on the date the subdivision or
combination becomes effective.
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(c) Adjustment for Certain Dividends
and Distributions . In the event the Company at any time or
from time to time after the date of this Warrant either makes, or
fixes a record date for the determination of holders of Common
Stock entitled to receive, a dividend or other distribution payable
in additional shares of Common Stock, then and in each such event
the Purchase Price then in effect shall be decreased as of the time
of such issuance or, in the event such a record date is fixed, as
of the close of business on such record date, by multiplying the
Purchase Price then in effect by a fraction (1) the numerator
of which is the total number of shares of Common Stock issued and
outstanding immediately prior to the time of such issuance on the
close of business on such record date, and (2) the denominator
of which shall be (i) the total number of shares of Common
Stock issued and outstanding immediately prior to the time of such
issuance or the close of business on such record date plus
(ii) the number of shares of Common Stock issuable in payment
of such dividend or distribution; provided , however
, that if such record date is fixed and such dividend is not fully
paid or if such distribution is not fully made on the date fixed
therefor, the Purchase Price shall be recomputed accordingly as of
the close of business on such record date or date fixed therefor
and thereafter the Purchase Price shall be adjusted pursuant to
this Section 3(c) as of the time of actual payment of such
dividend or distribution. For purposes of the foregoing formula,
“the total number of shares of Common Stock issued and
outstanding” on a particular date shall include shares of
Common Stock issuable upon conversion of stock or securities
convertible into Common Stock and the exercise of warrants, options
or rights for the purchase of Common Stock which are outstanding on
such date.
(d) Adjustments for Other Dividends and
Distributions . In the event the Company at any time or from
time to time after the date of this Warrant makes, or fixes a
record date for the determination of holders of Common Stock
entitled to receive, a dividend or other distribution payable in
securities of the Company other than shares of Common Stock, then
and in each such event, provision shall be made so that the Holder
shall receive upon exercise hereof, in addition to the number of
shares of Common Stock receivable thereupon, the amount and kind of
securities of the Company which it would have received had this
Warrant been exercised for Common Stock as of the date of such
event and had it thereafter, during the period from the date of
such event to and including the date of exercise, retained such
securities receivable by it as aforesaid during such period,
subject to all other adjustments called for during such period
under this Section 3 with respect to the rights of the
Holder.
(e) Adjustment for Recapitalization,
Reclassification, or Exchange . If the Common Stock issuable
upon the exercise of this Warrant is changed into the same or a
different number of shares of any class or classes of stock of the
Company, whether by recapitalization, reclassification or other
exchange (other than a subdivision or combination of shares, or a
stock dividend or a reorganization, merger, consolidation or sale
of assets, provided for elsewhere in this Section 3), then and
in any such event the Holder shall have the right thereafter to
exercise this Warrant to purchase the kind and amount of stock and
other securities and property receivable upon such
recapitalization, reclassification or other exchange by holders of
the number of shares of Common Stock which might have been
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