Exhibit 3.73
EXERCISABLE ONLY PRIOR TO 4:00 p.m. (TORONTO TIME), ON
AUGUST 8, 2002 AFTER WHICH TIME THESE WARRANTS
SHALL BE NULL AND VOID
WARRANT TO PURCHASE COMMON SHARES
OF
INVESTORLINKS.COM INC.
(incorporated under the laws of Ontario)
Warrant Number of Warrants
Certiciate represented by this
No. 2000-1 Certificate 680,000
---------- ----------
THIS CERTIFIES THAT for value received, Ming Capital Enterprises
Ltd. (the "Holder) is entitled at any time prior to 4:00 p.m. Toronto Time on
August 8, 2002 ( "Expiry Date) to purchase at the price of US$3.00 per share in
lawful money of Canada (the "Exercise Price"), one (1) common share (a "Share")
in the capital stock of InvestorLinks.com Inc. (the "Company") for each of the
Six Hundred and Eighty Thousand (680,000)_warrants evidenced hereby, by
surrendering to the Company at its principal office, this warrant certificate,
together with a subscription in the form annexed hereto as Schedule "A" (the
"Subscription") duly completed and executed and cash or a certified cheque,
money order or bank draft in lawful money of the United States of America
(payable to or to the order of the Company at par in the City of Toronto) for
the Exercise Price, on or subject to the terms and conditions set forth below:
1. After the Expiry Time, all rights under any warrants evidenced hereby, in
respect of which the right of subscription and purchase herein provided shall
not theretofore have been exercised, shall wholly cease and terminate and such
warrants shall be void and of no value or effect.
2. The Holder may exercise the right of purchase herein provided for by
surrendering or delivering to the Company prior to the Expiry Time at its
principal office (a) this certificate, with the Subscription duly completed and
executed by the holder or its legal representative or attorney, duly appointed
by an instrument in writing in form and manner satisfactory to the Company, and
(b) cash or a certified cheque, money order or bank draft payable to or to the
order of the Company in lawful money of United States of America at par in the
City of Toronto, in an amount equal to the Exercise Price multiplied by the
number of Shares for which subscription is being made.
Any warrant certificate, certified cheque, money order or bank draft
referred to in the foregoing clauses (a) and (b) shall be deemed to be
surrendered only upon delivery thereof to the Company at its principal office in
the manner provided in Section 12 hereof.
-2-
3. Upon such delivery and payment as aforesaid, the Company shall cause
to be issued to the Holder hereof the Shares subscribed for not exceeding those
which such Holder is entitled to purchase pursuant to this certificate and the
Holder hereof shall become a shareholder of the Company in respect of such
shares with effect from the date of such delivery and payment and shall be
entitled to delivery of a certificate or certificates evidencing such shares and
the Company shall cause such certificate or certificates to be mailed to the
Holder hereof at the address or addresses specified in such subscription within
five (5) business days of such delivery and payment.
4. The Holder may subscribe for and purchase a number of Shares less than
the number it is entitled to purchase pursuant to this certificate. In the event
of any such subscription and purchase prior to the Expiry Time, the Holder shall
in addition be entitled to receive, without charge, a new warrant certificate in
respect of the balance of the Shares of which it was entitled to purchase
pursuant to this certificate and which were then not purchased.
5. Notwithstanding any adjustments provided for in Section 8 hereof or
otherwise, the Company shall not be required upon the exercise of any warrants,
to issue fractional Shares in satisfaction of its obligations hereunder. To the
extent that the Holder would be entitled to purchase a fraction of a Share, such
right may be exercised in respect of such fraction only in combination with
other rights which in the aggregate entitle the Holder to purchase a whole
number of Shares.
6. Nothing in this certificate or in the holding of a warrant evidenced
hereby shall be construed as conferring upon the Holder any right or interest
whatsoever as a shareholder of the Company.
7. The Company covenants and agrees that (a) so long as any warrants
evidenced hereby remain outstanding, it shall reserve and there shall remain
unissued out of its authorized capital a sufficient number of Shares to satisfy
the right of purchase herein provided for should the Holder determine to
exercise its rights in respect of all the Shares for the time being called for
by such outstanding warrants, and (b) all Shares which shall be issued upon the
exercise of the right to purchase herein provided for, upon payment thereof of
the amount at which such Shares may at the time be purchased pursuant to the
provisions hereof, shall be issued as fully paid and non-assessable Shares and
the holders thereof shall not be liable to the Company or to its creditors in
respect thereof.
8. The Exercise Price and the number of Shares purchasable upon exercise
of the warrants evidenced hereby shall be subject to adjustment from time to
time in the events and in the manner provided as follows:
(a) If and whenever at any time prior to the Expiry time, the Company
shall (i) consolidate the outstanding Shares into a lesser number of
Shares or (ii) subdivide the outstanding Shares into a greater number
of Shares, as the case may be, the
-3-
Exercise Price shall be adjusted to that amount determined by
multiplying the Exercise Price in effect immediately prior to such
date by a fraction, of which the numerator shall be the number of
Shares outstanding on such date before giving effect to such
consolidation or subdivision and of which the denominator shall be the
number of Shares outstanding after giving effect to such consolidation
or subdivision. Such adjustment shall be made successively whenever
any event referred to in this subsection (a) shall occur.
(b) If and whenever at any time prior to the Expiry Time, there is a
reclassification or redesignation of the Shares into other shares or a
reorganization of the Company (other than as described in Subsection
8(a) hereof), or an amalgamation, merger or arrangement, which does
not result in a reclassification of the outstanding Shares or a change
of the Shares into other shares) or a sale or conveyance of the
property and assets of the Company as an entirety or substantially as
an entirety to any other body corporate or other entity, the Holder,
if it has not exercised its right of purchase prior to the effective
date of such reclassification, redesignation, change, reorganization,
amalgamation, merger, arrangement, sale or conveyance, upon the
exercise of such right thereafter, shall be entitled to receive and
shall accept in lieu of the number of Shares then subscribed for by
it, but for the same aggregate consideration payable therefor, the
number of shares or other securities or property of the Company or of
the body corporate, or such other entity resulting from such
amalgamation, merger or arrangement or to which such sale or
conveyance may be made, as the case may be, that the Holder would
have been entitled to receive on such reclassification, redesignation,
change, reorganization, amalgamation, merger, arrangement, sale or
conveyance if, on the record date or the effective date thereof, as
the case may be, it had been the registered holder of the number of
Shares so subscribed for.
(c) If and whenever prior to the Expiry Time, the Shares of the Company
shall be subdivided into a greater or consolidated into a lesser
number of shares, the Holder if it has not exercised its right of
purchase on or prior to the record date or effective date, as the case
may be, of such subdivision or consolidation, upon the exercise of
such right thereafter, shall be entitled to receive and shall accept
in lieu of the number of Shares of the Company then subscribed for by
it, at the Exercise Price determined in accordance with this Section
8, the aggregate number of Shares of the Company (calculated to the
nearest hundredth) that the Holder would have been entitled to receive
as a result of such subdivision or consolidation if, on such record
date or effective date, it had been the registered holder of the
number of Shares for which subscription is being made.
(d) The adjustments provided for in this Section 8 in the Exercise Price
and in the number and classes of shares which are to be received on
the exercise of the warrants, are cumulative and shall, in the case of
adjustments to the Exercise Price,
-4-
be computed to the nearest one-tenth of one cent. After any adjustment
pursuant to this Section 8, the term "Shares" where used in this
certificate shall be interpreted to mean shares of any class or
classes which, as a result of all prior adjustments pursuant to this
Section 8, the Holder is entitled to receive upon the exercise of its
warrants and the number of Shares indicated in any subscription made
pursuant to a warrant shall be interpreted to mean the number of
shares of all classes which, as a result of all prior adjustments
pursuant to this Section 8, the Holder is entitled to receive upon the
full exercise of a warrant entitling it to purchase the number of
Shares so indicated.
(e) In the event of any question arising with respect to adjustment
provided for in this Section 3, such question shall be conclusively
determined by the Company auditors, or, if they are unable or
unwilling to act, by such other firm of independent chartered
accountants as may be selected by the board of directors of the
Company, who shall have access to all necessary records of the
Company, the Holder and all other persons in interest and such
determination shall be binding upon the Company and the Holder.
(f) As a condition precedent to the taking of any action which would
require an adjustment pursuant to this Section 8 in any of the
subscription rights pursuant to the warrants, including the Exercise
Price or the number and classes of shares which are to be received
upon the exercise thereof, the Company shall take any corporate action
which may, in the opinion of counsel of the Company, be necessary in
order that the Company has unissued and reserved in its authorized
capital and may validly and legally issue as fully paid and non-
assessable all the shares which the Holder is entitled to receive on
the full exercise hereof in accordance with the provisions hereof.
9. In the case of a consolidation, amalgamation, merger or transfer of
the undertaking or assets of the Company as an entirety or substantially as an
entirety to another corporation, (the "Successor"), the Successor shall
expressly assume, by written agreement in form reasonably satisfactory to the
Holder and execute and delivered to the Holder, the due and punctual performance
and observance of such and every covenant and condition of this certificate to
be performed and observed by the Company.
10. Subject as herein provided, all or any of the rights conferred upon
the Holder may be enforced by the Holder by appropriate legal proceedings. No
recourse under or upon any obligation, covenant or agreement herein contained or
in any of the warrants issued hereunder shall be had against any shareholder,
officer, or director of the Company, either directly or through the Company, it
being expressly agreed and declared that the obligations under the warrants
evidenced hereby are solely corporate obligations of the Company and that no
personal liability whatever shall attach to or be incurred by the shareholders,
officers or directors of the Company or any of them in respect hereof, any and
all rights and claims against every such
-5-
shareholder, officer or director being hereby expressly waived as a condition of
and as a consideration for the issue of the warrants evidenced hereby.
11. If the warrant certificate evidencing the warrants issued hereby
becomes stolen, lost, mutilated or destroyed, the Company may, on such terms as
it may in its discretion impose, respectively issue and countersign a new
Warrant of like denomination, tenor and date as the certificate so stolen, lost,
mutilated or destroyed.
12. Any notice or delivery or surrender of documents to the Company under
the provisions of this Agreement shall be valid and effective if delivered
personally to an officer of the Company or if sent by registered letter, postage
prepared, addressed to the Company at Suite 745, Box 369, 1 First Canadian
Place, Toronto, Ontario M5X 1E2 to the attention of the President and shall be
deemed to have been effectively given, received and made on the date of delivery
or on the fourth business day after the time of mailing or upon actual receipt,
whichever is sooner. The Company may from time to time notify the Holder in
writing of a change of address. In the case of disruption in postal services,
any notices, if mailed, shall not be deemed to have been effectively given until
it is personally delivered.
13. This certificate and the warrants issued hereunder shall be governed
by, performed, construed and enforced in accordance with the laws of the
Province of Ontario and the laws of Canada applicable therein.
14. Time shall be of the essence hereof.
IN WITNESS WHEREOF the Company has caused this warrant certificate to
be signed by the signatures of its duly authorized officers as 8th day of
August, 2000.
INVESTORLINKS.COM INC.
Per: ______________________________________
Sandra J. Hall
Secretary and Director
Per: ______________________________________
Elizabeth J. Kirkwood
Director