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WARRANT TO PURCHASE SHARES OF COMMON STOCK

Warrant Agreement

WARRANT TO PURCHASE SHARES OF COMMON STOCK | Document Parties: CHIEF CONSOLIDATED MINING CO | CONSOLIDATED MINING COMPANY You are currently viewing:
This Warrant Agreement involves

CHIEF CONSOLIDATED MINING CO | CONSOLIDATED MINING COMPANY

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Title: WARRANT TO PURCHASE SHARES OF COMMON STOCK
Governing Law: Arizona     Date: 8/7/2009
Industry: Metal Mining     Sector: Basic Materials

WARRANT TO PURCHASE SHARES OF COMMON STOCK, Parties: chief consolidated mining co , consolidated mining company
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Exhibit 10.16

08/11-001

CHIEF CONSOLIDATED MINING COMPANY.
(A Arizona Corporation)

 

WARRANT TO PURCHASE
SHARES OF COMMON STOCK

 

Effective                      , 2008

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

     THIS CERTIFIES THAT, for value received,                                                              , or its registered assigns (“ Holder ”), is entitled to purchase, subject to the conditions set forth below, at any time or from time to time during the Exercise Period (as defined in subsection 1.2 below),                                                              (                      ) shares (“ Shares ”) of fully paid and non-assessable common stock, par value $0.001 per share (the “ Common Stock ”), of Chief Consolidated Mining Company., a Arizona corporation (the “Company”), at the per share purchase price (the “ Warrant Price ”) set forth in subsection 1.1 below, subject to the further provisions of this Warrant.

1.

 

EXERCISE OF WARRANT

     The terms and conditions upon which this Warrant may be exercised, and the Shares subject hereto may be purchased, are as follows:

     1.1 Warrant Price . The Warrant Price shall be $0.15 per Share, subject to adjustment as provided in Section 4 below.

Method of Exercise . The Holder hereof may exercise this Warrant, in whole or in part, beginning on the effective date of this Warrant and for two (2) years from such date of effectiveness, or such later date as the Company may in its sole discretion determine (the “ Exercise Period ”), by the surrender of this Warrant (with the exercise form attached hereto as Exhibit A duly executed) at the principal office of the Company, and by the payment to the Company of an amount of consideration therefore equal to the Warrant Price in effect on the date of such exercise multiplied by the number of Shares with respect to which this Warrant is then being exercised, payable at such Holder’s election by certified or official bank check or by wire transfer to an account designated by the Issuer

 


 

     1.2 Issuance Of Shares and New Warrant . If the purchase rights evidenced by this Warrant are exercised in whole or in part, one or more certificates for the purchased Shares shall be issued as soon as practicable thereafter to Holder. If the purchase rights evidenced by this Warrant are exercised only in part, the Company shall also deliver to Holder at such time a new Warrant evidencing the purchase rights regarding the number of Shares (if any) for which the purchase rights under this Warrant remain unexercised and continue in force and effect. All new Warrants issued in connection with the provisions of this Section 1.2 shall bear the same date as this Warrant and shall be substantially identical in form and provisions to this Warrant except for the number of Shares purchasable thereunder. Each person in whose name any certificate for Shares is to be issued shall for all purposes be deemed to have become the holder of record of such Shares on the date on which this Warrant was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such stock certificate, except that if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such Shares at the close of business on the next succeeding date on which the stock transfer books are open.

2.

 

TRANSFERS

     2.1 Transfers . This Warrant and all rights hereunder are transferable in whole or in part by the Holder subject to the provisions of Section 7 below. The transfer shall be recorded on the books of the Company upon (i) the surrender of this Warrant (together with a duly executed and endorsed copy of the form of transfer certificate attached hereto as Exhibit B ) to the Secretary of the Company at its principal offices, and (ii) the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer. In the event of a partial transfer, the Company shall issue to the several holders one or more appropriate new Warrants.

     2.2 Registered Holder . Each holder of this Warrant agrees that until such time as any transfer pursuant to subsection 2.1 above is recorded on the books of the Company; the Company may treat the registered Holder of this Warrant as the absolute owner.

     2.3 Form Of New Warrants . All new Warrants issued in connection with transfers of this Warrant shall bear the same date as this Warrant and shall be substantially identical in form and provisions to this Warrant except for the number of Shares purchasable thereunder.

3.

 

NO FRACTIONAL SHARES

     Notwithstanding any adjustment (as required hereby) to the number of Shares purchasable upon the exercise of this Warrant, the Company shall not be required to issue any fraction of a Share upon exercise of this Warrant. If, by reason of any change made pursuant to Section 4 below, the Holder would be entitled, upon the exercise of any rights evidenced hereby, to receive a fractional interest in a Share, the Company shall, upon such proper exercise of this Warrant, purchase such fractional interest for an amount in cash equal to the Fair Market Value of such fractional interest, determined as of the date of such exercise of this Warrant. For purposes of the Section 3 , the term “Fair Market Value” means (a) if the primary market for the Shares is a National Securities Exchange, the NASDAQ National Market System, or any other market or quotation system in which last sale transactions are reported on a contemporaneous basis, the last reported sales price of such Shares, as of the time of authorization of the transaction giving rise to the right to receive such Shares; or (b) if the primary market for such Shares is not an exchange or quotation system, the fair value thereof as shall be determined in good faith by the Board of Directors of the Company at the time of authorization of the transaction giving rise to the right to receive such Shares.

2


 

4.

 

ANTIDILUTION PROVISIONS

     4.1 Stock Splits And Combinations . If the Common Stock shall at any time be subdivided into a greater number of shares, then the number of Shares purchasable upon exercise of this Warrant and the Warrant Price shall be proportionately increased; and, conversely, if the Common Stock shall at any time be combined into a smaller number of shares, then the number of Shares purchasable upon exercise of this Warrant and the Warrant Price shall be proportionately reduced. Any adjustments under this subsection 4.1 shall become effective at the close of business on the date the subdivision or combination becomes effective.

     4.2 Reclassification, Exchange and Substitution . If the Common Stock shall be changed into shares of any other class or classes of stock or other securities of the Company, whether by capital reorganization, reclassification, or otherwise, Holder shall, upon exercise of this Warrant, be entitled to purchase for the same aggregate consideration, in lieu of the Shares that Holder would have become entitled to purchase but for such change, a number of shares of such other class or classes of stock or other securities of the Company equivalent to the number of Shares that would have been subject to purchase by Holder on exercise of this Warrant immediately before that change. Any adjustments under this subsection 4.2 shall become effective at the close of business on the date such change of the Common Stock into shares of any other class or classes of stock or other securities of the Company becomes effective.

     4.3 Reorganizations, Mergers, Consolidations Or Sale Of Assets . If at any time there shall be a reorganization involving the Common Stock (other than a s


 
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