EXHIBIT 4.2
NEITHER THESE WARRANTS NOR THE SHARES UNDERLYING THESE WARRANTS HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE LAWS OF ANY
STATE. THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE
REGISTERED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THESE WARRANTS
MAY NOT BE EXERCISED UNLESS THE SHARES UNDERLYING THE WARRANTS ARE
REGISTERED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.
225,000 Warrants
WORLDWIDE DATA, INC.
CLASS B
WARRANT CERTIFICATE
This warrant certificate ("Warrant Certificate") certifies that for
value received, Sunnyview International Ltd. or registered assigns (the
"Holder") is the owner of the number of Class B warrants ("Warrants") specified
above, each of which entitles the Holder thereof to purchase, at any time after
April 5, 1999 (the "Exercise Commencement Date") on or before the Expiration
Date (hereinafter defined) one fully paid and non-assessable share of Common
Stock, $.001 par value ("Common Stock"), of Worldwide Data, Inc., a Delaware
corporation (the "Company"), at a purchase price of $1.00 per share of Common
Stock in lawful money of the United States of America in cash or by certified or
cashier's check or a combination of cash and certified or cashier's check
(subject to adjustment as hereinafter provided).
1. Warrant; Purchase Price
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Each Warrant shall entitle the Holder initially to purchase one share
of Common Stock of the Company and the purchase price payable upon exercise of
the Warrants (the "Purchase Price") shall initially be $1.00 per share of Common
Stock. The Purchase Price and number of shares of Common Stock issuable upon
exercise of each Warrant are subject to adjustment as provided in Article 6. The
shares of Common Stock issuable
upon exercise of the Warrants (and/or other shares of Common Stock so issuable
by reason of any adjustments pursuant to Article 6) are sometimes referred to
herein as the "Warrant Shares."
2. Exercise; Expiration Date
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A. The Warrants are exercisable, at the option of the Holder, in whole
or in part at any time and from time to time after the Exercise Commencement
Date and on or before the Expiration Date, upon surrender of this Warrant
Certificate to the Company together with a duly completed Notice of Exercise, in
the form attached hereto as Exhibit A, and payment of an amount equal to the
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Purchase Price times the number of Warrants to be exercised. In the case of
exercise of less than all the Warrants represented by this Warrant Certificate,
the Company shall cancel the Warrant Certificate upon the surrender thereof and
shall execute and deliver a new Warrant Certificate for the balance of such
Warrants.
B. The term "Expiration Date" shall mean 5:00 p.m. New York time on
April 5, 2001, or if such day shall in the State of New York be a holiday or a
day on which banks are authorized to close, then 5:00 p.m. Toronto time the next
following day which in Toronto, Canada is not a holiday or a day on which banks
are authorized to close.
3. Registration and Transfer on Company Books
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A. The Company shall maintain books for the registration and transfer
of the Warrants and the registration and transfer of the Warrant Shares.
B. Prior to due presentment for registration of transfer of this
Warrant Certificate, or the Warrant Shares, the Company may deem and treat the
registered Holder as the absolute owner thereof.
C. The Company shall register upon its books any permitted transfer of
a Warrant Certificate, upon surrender of same to the Company with a written
instrument of transfer duly executed by the registered Holder or by a duly
authorized attorney. Upon any such registration of transfer, new Warrant
Certificate(s) shall be issued to the transferee(s) and the surrendered Warrant
Certificate shall be canceled by the Company. A Warrant Certificate may also be
exchanged, at the option of the Holder, for new Warrant Certificates of
different denominations representing in the aggregate the number of Warrants
evidenced by the Warrant Certificate surrendered.
4. Reservation of Shares
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The Company covenants that it will at all times reserve and keep
available out of its authorized capital stock, solely for the purpose of issue
upon exercise of the Warrants, such number of shares as shall then be issuable
upon the exercise of all outstanding Warrants. The Company covenants that all
shares of capital stock which shall be issuable upon exercise of the Warrants
shall be duly and validly issued and fully paid and non-assessable and free from
all taxes, liens and charges with respect to the issue thereof, and that upon
issuance such shares shall be listed on each national securities exchange, if
any, on which the other shares of such outstanding capital stock of the Company
are then listed.
5. Loss or Mutilation
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Upon receipt by the Company of reasonable evidence of the ownership of
and the loss, theft, destruction or mutilation of any Warrant Certificate and,
in the case of loss, theft or destruction, of indemnity reasonably satisfactory
to the Company, or, in the case of mutilation, upon surrender and cancellation
of the mutilated Warrant Certificate, the Company shall execute and deliver in
lieu thereof a new Warrant Certificate representing an equal number of Warrants.
6. Adjustment of Purchase Price and Number of
Shares Deliverable
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A. The number of Warrant Shares purchasable upon the exercise of each
Warrant and the Purchase Price with respect to the Warrant Shares shall be
subject to adjustment as follows:
1. In case the Company shall (i) declare a dividend or make a
distribution on its Common Stock payable in shares of its capital stock,
(ii) subdivide its outstanding shares of Common Stock through stock split
or otherwise, (iii) combine its outstanding shares of Common Stock into a
smaller number of shares of Common Stock, or (iv) issue by reclassification
of its Common Stock (including any such reclassification in connection with
a consolidation or merger in which the Company is the continuing
corporation) other securities of the Company, the number and/or nature of
Warrant Shares purchasable upon exercise of each Warrant immediately prior
thereto shall be adjusted so that the Holder shall be entitled to receive
the kind and number of Warrant Shares or other securities of the Company
which he would have owned or have been entitled to receive after the
happening of any of the events described
above, had such Warrant been exercised immediately prior to the happening
of such event or any record date with respect thereto. An adjustment made
pursuant to this paragraph (a) shall become effective retroactively as of
the record date of such event.
2. In the event of any capital reorganization or any
reclassification of the capital stock of the Company or in case of the
consolidation or merger of the Company with another corporation (other than
a consolidation or merger in which the outstanding shares of the Company's
Common Stock are not converted into or exchanged for other rights or
interests), or in the case of any sale, transfer or other disposition to
another corporation of all or substantially all the properties and assets
of the Company, the Holder of each Warrant shall thereafter be entitled to
purchase (and it shall be a condition to the consummation of any such
reorganization, reclassification, consolidation, merger, sale, transfer or
other disposition that appropriate provisions shall be made so that such
Holder shall thereafter be entitled to purchase) the kind and amount of
shares of stock and other securities and property (including cash) which
the Holder would have been entitled to receive had such Warrants been
exercised immediately prior to the effective date of such reorganization,
reclassification, consolidation, merger, sale, transfer or other
disposition; and in any such case appropriate adjustments shall be made in
the application of the provisions of this Article 6 with respect to rights
and interest thereafter of the Holder of the Warrants to the end that the
provisions of this Article 6 shall thereafter be applicable, as near as
reasonably may be, in relation to any shares or other property thereafter
purchasable upon the exercise of the Warrants. The provisions of this
Section 6(A)(2) shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers, sales, transfers or other
dispositions.
3. Whenever the number of Warrant Shares purchasable upon the
exercise of each Warrant is adjusted, as provided in this Section 6(A), the
Purchase Price with respect to the Warrant Shares shall be adjusted by
multiplying such Purchase Price immediately prior to such adjustment by a
fraction, of which the numerator shall be the number of Warrant Shares
purchasable upon the exercise of each Warrant immediately prior to such
adjustment, and of which the denominator shall be the number of Warrant
Shares so purchasable immediately thereafter.
B. No adjustment in the number of Warrant Shares purchasable under the
Warrants, or in the Purchase Price with respect to the Warrant Shares, shall be
required unless such adjustment would require an increase or decrease of at
least 1% in the number of Warrant Shares issuable upon the exercise of such
Warrant, or in the Purchase Price thereof; provided, however, that any
adjustments which by reason of this Section 6(B) are not required to be made
shall be carried forward and taken into account in any subsequent adjustment.
C. Whenever the number of Warrant Shares purchasable upon the exercise
of each Warrant or the Purchase Price of such Warrant Shares is adjusted, as
herein provided, the Company shall mail to the Holder, at the address of the
Holder shown on the books of the Company, a notice of such adjustment or
adjustments, prepared and signed by an officer of the Company, which sets forth
the number of Warrant Shares purchasable upon the exercise of each Warrant and
the Purchase Price of such Warrant Shares after such adjustment, and a brief
statement of the facts requiring such adjustment.
D. The form of Warrant Certificate need not be changed because of any
change in the Purchase Price, the number of Warrant Shares issuable upon the
exercise of a Warrant or the number of Warrants outstanding pursuant to this
Section 6, and Warrant Certificates issued before or after such change may state
the same Purchase Price, the same number of Warrants, and the same number of
Warrant Shares issuable upon exercise of Warrants as are stated in the Warrant
Certificates theretofore issued pursuant to this Agreement. The Company may,
however, at any time, in its sole discretion, make any change in the form of
Warrant Certificate that it may deem appropriate and that does not affect the
substance thereof, and any Warrant Certificates thereafter issued or
countersigned, whether in exchange or substitution for an outstanding Warrant
Certificate or otherwise, may be in the form as so changed.
7. Voluntary Adjustment by the Company
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The Company may, at its option, at any time during the term of the
Warrants, reduce the then current Purchase Price to any amount deemed
appropriate by the Board of Directors of the Company and/or extend the date of
the expiration of the Warrants; provided that in the event that the Company
reduces the Purchase Price for a specific period of time, it may return the
Purchase Price to the Purchase Price before the reduction.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed by its officers thereunto duly authorized as of this ____ day
of ___________, 1998.
WORLDWIDE DATA, INC.
By: ________________________
Name: Bronson B. Conrad
Title: President
114177
EXHIBIT A TO WARRANT CERTIFICATE
NOTICE OF EXERCISE
The undersigned hereby irrevocably elects to exercise, pursuant to
Section 2 of the Warrant Certificate accompanying this Notice of Exercise,
_______ Warrants of the total number of Warrants owned by the undersigned
pursuant to the accompanying Warrant Certificate, and herewith makes payment of
the Purchase Price of such shares in full.
Name of Holder
Signature
Address:
114177