Exhibit 4
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR
SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT MADE UNDER THE SECURITIES ACT OF 1933 (THE "ACT"),
OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT.
Void after 6:00 P.M., West Virginia Time, on September 15, 1999
Warrant to Purchase
Shares
of Common Stock
WARRANT TO PURCHASE COMMON STOCK
PETROLEUM DEVELOPMENT CORPORATION
This Is to Certify That, FOR VALUE RECEIVED,
or registered assigns ("Holder"), is entitled to
purchase, subject to the provisions of this Warrant, from PETROLEUM
DEVELOPMENT CORPORATION, a Nevada corporation ("Company"), at any time on
or after September 15, 1997, and not later than 6:00 P.M., West Virginia
Time on September 15, 1999, shares of common stock, $.01 par
value, of the Company ("Common Stock") at a purchase price per share of
$6.00. The number of shares of Common Stock to be received upon the
exercise of this Warrant and the price to be paid for a share of Common
Stock may be adjusted from time to time as hereinafter set forth in
Section (f). The shares of Common Stock deliverable upon such exercise,
and as adjusted from time to time, are hereinafter sometimes referred to
as "Warrant Stock" and the exercise price of a share of Common Stock in
effect at any time and as adjusted from time to time is hereinafter
sometimes referred to as the "Exercise Price." This Warrant is one of a
series of warrants identical in form issued by the Company to purchase an
aggregate of up to One Hundred Twenty-Five Thousand (125,000) shares of
Common Stock of the Company and the term "Warrants" as used herein means
all such warrants (including this Warrant).
(a) Exercise of Warrant. Subject to the provisions of Section (k)
hereof, this Warrant may be exercised in whole or in part at any time or
from time to time on or after September 15, 1997, but not later than 6:00
P.M., West Virginia Time, on September 15, 1999, or if September 15, 1999,
is a day on which banking institutions are authorized by law to close,
then on the next succeeding day which shall not be such a day, by
presentation and surrender hereof to the Company or at the office of its
stock transfer agent, if any, with the Purchase Form annexed hereto duly
executed and accompanied by payment of the Exercise Price for the number
of shares specified in such form, together with all federal and state
taxes applicable upon such exercise. If this Warrant should be exercised
in part only, the Company shall, upon surrender of this Warrant for
cancellation, execute and deliver a new Warrant evidencing the right of
the holder to purchase the balance of the shares purchasable hereunder.
Upon receipt by the Company of this Warrant at the office or agency of the
Company, 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.
(b) Reservation of Shares. The Company hereby agrees that at all
times there shall be reserved for issuance and/or delivery upon exercise
of this Warrant such number of shares of its Common Stock as shall be
required for issuance or delivery upon exercise of this Warrant.
(c) Fractional Shares. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. With
respect to any fraction of a share called for upon any exercise hereof,
the Company shall pay to the Holder an amount in cash equal to such
fraction multiplied by the current market value of such fractional share,
determined as follows:
(1) If the Common Stock is listed on a national securities
exchange or admitted to unlisted trading privileges on such
exchange, 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 this Warrant or if no such sale is made on
such day, the average closing bid and asked prices for such day on
such exchange; or
(2) If the Common Stock is not so 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
Association of Securities Dealers Quotation System (or, if not so
quoted on NASDAQ, by the National Quotation Bureau, Inc.) on the
last business day prior to the date of the exercise of this Warrant;
or
(3) 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, not less than book
value, determined in such reasonable manner as may be prescribed by
the Board of Directors of the Company, such determination to be
final and binding on the Holder.
(d) Exchange, Assignment or Loss of Warrant. This Warrant is
exchangeable, without expense, at the option of the Holder, upon
presentation 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 thereof to purchase in the aggregate
the same number of shares of Common Stock purchasable hereunder. This
Warrant may not be sold, transferred, assigned or hypothecated. This
Warrant may be divided or combined with other Warrants which carry the
same rights upon presentation hereof at the office of the Company or at
the office of its stock transfer agent, if any, together with a written
notice specifying the names and denominations in which new Warrants are to
be issued and signed by the Holder hereof. The term "Warrant" as used
herein includes any Warrants issued in substitution for or replacement of
this Warrant, or into which this Warrant may be divided or exchanged.
Upon receipt by the Company of evidence satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant, and (in the case of
loss, theft or destruction) of reasonably satisfactory indemnification,
and upon surrender and cancellation of this Warrant, if mutilated, the
Company will execute and deliver a new Warrant of like tenor and date.
Any such new Warrant executed and delivered shall constitute an
additional contractual obligation on the part of the Company, whether or
not this Warrant so lost, stolen, destroyed, or mutilated shall be at any
time enforceable by anyone.
(e) Rights of the Holder. The Holder shall not, by virtue hereof,
be entitled to any right of a shareholder in the Company, either at law or
equity, and the rights of the Holder are limited to those expressed in the
Warrant and are not enforceable against the Company except to the extent
set forth herein.
(f) Anti-Dilution Provisions.
(1) Adjustment of Number of Shares. In case the Company
shall at any time issue Common Stock by way of a stock split or
combine the outstanding shares of Common Stock, the Exercise Price
shall be proportionately decreased in the case of such issuance (on
the day following the date fixed for determining shareholders
entitled to receive such stock split) or proportionately increased
in the case of such combination (on the date that such combination
shall become effective). The provisions of this section shall not
apply to stock dividends.
(2) Number of Shares Adjusted. Upon any adjustment of the
Exercise Price, the holder of this Warrant shall thereafter (until
another such adjustment) be entitled to purchase, at the new Exercise
Price, the number of shares, calculated to the nearest full share,
obtained by multiplying the number of shares of Common Stock initially
issuable upon exercise of this Warrant by the Exercise Price in effect
on the date hereof and dividing the product so obtained by the new
Exercise Price.
(g) Officer's Certificate. Whenever the Exercise Price shall be
adjusted as required by the provisions of Section (f) hereof, the Company
shall forthwith file in the custody of its Secretary or an Assistant
Secretary at its principal office, and with its stock transfer agent, if
any, an officer's certificate showing the adjusted Exercise Price
determined as herein provided and setting forth in reasonable detail the
facts requiring such adjustment. Each such officer's certificate shall be
made available at all reasonable times for inspection by the Holder and
the Company shall, forthwith after each such adjustment, deliver a copy of
such certificate to the Holder. Such certificate shall be conclusive as
to the correctness of such adjustment.
(h) Notices to Warrant Holders. So long as this Warrant shall be
outstanding and unexercised if the Company shall effect a transaction upon
the Common Stock as set forth in Section (f)(1), the Company shall cause
to be delivered to the Holder, at least ten days prior to the date of such
transaction a notice containing a brief description of the proposed action
and stating the date on which a record is to be taken for the purpose of
such transaction.
(i) Transfer to Comply with the Securities Act of 1933.
(1) This Warrant or the Warrant Stock or any other security issued
or issuable upon exercise of this Warrant may not be offered or sold
except in conformity with the Securities Act of 1933, as amended, and then
only against receipt of an agreement of such person to whom such offer of
sale is made to comply with the provisions of this Section (1) with
respect to any resale or other disposition of such securities.
(2) The Company may cause the following legend to be set forth on
each Warrant and certificate representing Warrant Stock or any other
security issued or issuable upon exercise of this Warrant not theretofore
distributed to the public, unless counsel for the Company is of the
opinion as to any such certificate that such legend is unnecessary:
The securities represented by this certificate may not be
offered for sale, sold or otherwise transferred except
pursuant to an effective registration statement made under the
Securities Act of 1933 (the "Act"), or pursuant to an
exemption from registration under the Act.
(j) Applicable Law. This Warrant shall be governed by, and
construed in accordance with, the laws of the State of West Virginia.
PETROLEUM DEVELOPMENT CORPORATION
By:
Name: Title:
Date: , 199
[SEAL]
Attest:
[ ]
Secretary
PURCHASE FORM
Dated , 199
The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing shares of Common
Stock and hereby makes payment of $ in payment of
the actual exercise price thereof.
INSTRUCTION FOR REGISTRATION OF STOCK
Name
(please typewrite or print in block letters)
Address
Signature
ASSIGNMENT FORM
FOR VALUE RECEIVED,
hereby sells, assigns and transfers unto
Name
(please typewrite or print in block letters)
Address
the right to purchase Common Stock represented by this Warrant to the
extent of shares as to which such right is
exercisable and does hereby irrevocably constitute and appoint
attorney, to transfer the same on the books of the Company with full
power of substitution in the premises.
Signature
Dated: , 199