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EXHIBIT 4(g)
THE WARRANT REPRESENTED BY THIS CERTIFICATE AND ANY SHARES THAT MAY BE ISSUED
UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED PURSUANT TO THE
SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW. NEITHER THIS SECURITY NOR
ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED, PLEDGED OR
OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND ANY
APPLICABLE STATE SECURITIES LAW, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION
IS AVAILABLE AND THE CORPORATION SHALL HAVE RECEIVED, AT THE EXPENSE OF THE
HOLDER HEREOF, EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE
CORPORATION (WHICH MAY INCLUDE, AMONG OTHER THINGS, AN OPINION OF COUNSEL
SATISFACTORY TO THE CORPORATION).
REGENT COMMUNICATIONS, INC.
Warrant for the Purchase of 50,000 Shares of Common Stock
Dated June 15, 1998
FOR VALUE RECEIVED, REGENT COMMUNICATIONS, INC. (the "Corporation"), a
Delaware corporation, hereby certifies that GENERAL ELECTRIC CAPITAL
CORPORATION, a New York corporation, or its assignee ("Holder") is entitled to
purchase from the Corporation from and after the date hereof and on or before
the fifth anniversary of the date hereof (the "Termination Date"), 50,000 fully
paid and non-assessable shares of the Common Stock ("Common Stock") of the
Corporation at a price of $5.00 per share. Hereinafter, (i) said Common Stock,
together with any other equity securities which may be issued by the Corporation
in addition thereto or in substitution therefor, is referred to as "Common
Stock," (ii) the shares of Common Stock purchasable hereunder are referred to as
the "Warrant Shares," and (iii) the price payable hereunder for each of the
Warrant Shares is referred to as the "Per Share Warrant Price." The Per Share
Warrant Price is subject to adjustment as hereinafter provided.
1. Exercise of Warrant. Subject to the provisions of this Warrant, this
Warrant may be exercised by the Holder in whole or in part (but unless this
Warrant is being exercised in full, only for whole shares of Common Stock) at
any time or from time to time, but not later than 5:00 p.m. Eastern Standard
Time, on the Termination Date by presentation and surrender thereof at the
principal office of the Corporation with the subscription form at the end hereof
duly executed and accompanied by payment of the Per Share Warrant Price for the
number of shares specified in such form. Payment shall be in cash, certified
check or bank cashier's check payable to the order of the Corporation. If this
Warrant should be exercised in part only, the Corporation shall, upon surrender
of this Warrant for cancellation, execute and deliver a new Warrant evidencing
the right of the Holder (or its designee designated in the Assignment Form
annexed hereto) to purchase the balance of the shares purchasable hereunder.
Upon receipt by the Corporation of this Warrant, in proper
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form for exercise, accompanied by payment of the Per Share Warrant Price for the
number of shares specified in such form, the Holder shall be deemed to be the
holder of record of the shares of Common Stock issuable upon such exercise
(effective as of the close of business on such date), 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.
2. Reservation of Warrant Shares. The Corporation will at all times
reserve and keep available, solely for issuance or delivery upon the exercise of
this Warrant, the shares of Common Stock and Other Securities (as defined below)
receivable upon the exercise of this Warrant, free and clear of all restrictions
on sale or transfer and free and clear of all preemptive rights.
3. Fully Paid Stock; Taxes. The Corporation agrees that the shares of
Common Stock represented by each and every certificate for Warrant Shares or
Other Securities delivered on the exercise of this Warrant and payment of the
Per Share Warrant Price shall, at the time of such delivery, be validly issued
and outstanding, fully paid and non-assessable. The Corporation further
covenants and agrees that it will pay, when due and payable, all federal and
state stamp, original issue or similar taxes, if any, which are payable in
respect of the issue of this Warrant and/or any Warrant Share or certificates
therefor but excluding any federal, state or local taxes based on the income of
the Holder.
4. 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 exercise of this Warrant in
full, the Company shall pay to the Holder (or its designee designated in the
Assignment Form annexed hereto) an amount in cash equal to the fair value of
such fractional share (determined in such manner as the Board of Directors of
the Corporation shall reasonably determine).
5. Adjustments of Per Share Warrant Price. (a) If after the date hereof
shares of Common Stock are issued as a dividend or other distribution on Common
Stock, the Per Share Warrant Price in effect at the opening of business on the
business day next succeeding the date fixed for the determination of the
shareholders entitled to receive such dividend or other distribution shall be
decreased to the Per Share Warrant Price determined by multiplying said Per
Share Warrant Price so in effect by a fraction, the numerator of which shall be
the sum of the number of shares of Common Stock issued and outstanding and the
number of shares of Common Stock then issuable upon conversion of Preferred
Stock of Regent issued and outstanding (the "Conversion Shares"), all at the
close of business on the date fixed for such determination and the denominator
of which shall be the sum of said number of shares issued and outstanding
(including the Conversion Shares) at the close of business on the date fixed for
such determination and the number of shares constituting such dividend or other
distribution, such decrease becoming effective immediately after the opening of
business on the business day next succeeding the date fixed for such
determination.
(b) If after the date hereof outstanding shares of Common Stock shall
be subdivided into a greater number of shares or outstanding shares shall be
combined into a smaller number of shares, the Per Share Warrant Price in effect
at the opening of business on the business day next succeeding the day upon
which such subdivision or combination becomes effective shall be decreased or
increased, as the case may be, to the Per Share Warrant price determined by
multiplying said Per Share Warrant Price so in effect by a fraction, the
numerator of which shall be the sum of the number of shares of Common Stock
issued and outstanding and the number of Conversion Shares, all immediately
before such subdivision or combination becomes effective and the denominator of
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which shall be the number of such shares outstanding (including the Conversion
Shares) at the opening of business on the business day succeeding the day upon
which such subdivision or combination becomes effective.
(c) If after the date hereof the Corporation shall distribute to all or
substantially all holders of Common Stock either (i) evidences of indebtedness
or assets (excluding cash dividends or distributions) or (ii) any other
securities of the Corporation or any rights, warrants, options to subscribe for,
purchase or otherwise acquire securities of the Corporation (any of which are
referred to herein as "Other Securities"), then and in any such case the
Corporation shall either distribute such Other Securities to the Holder of this
Warrant or reserve for the benefit of the Holder of this Warrant, such amount of
such Other Securities as the Holder of this Warrant would have owned or been
entitled to receive immediately following such action had this Warrant been
exercised for shares of Common Stock prior thereto. In addition, the Corporation
shall either distribute to, or reserve for the benefit of, the Holder of this
Warrant any principal, interest, dividends or other property payable with
respect to such Other Securities as and when such interest, dividends or other
property is distributed to the holders of Common Stock. If such a reserve is
made, as and when this Warrant is exercised, the Holder shall be entitled to
receive from the Corporation such Holder's share of such Other Securities
together with the principal interest, dividends or other property payable with
respect thereto.
(d) Upon any adjustment of the Per Share Warrant Price, then, and in
each such case, the Corporation will promptly obtain a certificate of a firm of
independent public accountants of recognized standing selected by its Board of
Directors (who may be the regular auditors of the Corporation) setting forth the
adjusted Per Share Warrant Price and a brief statement of the facts accounting
for such adjustment and will cause a brief summary thereof to be mailed to the
Holder of this Warrant.
(e) In case of any reclassification of Common Stock of the Corporation,
other than a subdivision or combination of the outstanding Common Stock, or of
any consolidation or merger to which the Corporation or any subsidiary of the
Corporation is a party and for which approval of shareholders of the Corporation
is required or of the sale or transfer of all or substantially all of the assets
of the Corporation or of the voluntary or involuntary dissolution, liquidation
or winding up of the Corporation, the Corporation shall cause to be mailed to
the Holder of this Warrant, at least 20 days prior to the applicable date
hereinafter specified, a notice stating the date on which such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up is
expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their shares for
securities or other property deliverable upon such reclassification
consolidation, merger, sale, transfer, dissolution, liquidation or winding up.
(f) If, on or prior to the Termination Date, the Corporation shall
consolidate with or merge into another corporation, or another corporation shall
merge into the Corporation in a merger in which shares of Common Stock are
converted into a right to receive cash, property or other securities, or the
Corporation shall sell or transfer all or substantially all of the assets of the
Corporation, the Corporation shall take such action so that the Holder of this
Warrant will thereafter receive upon the exercise hereof the securities or
property to which a holder of the number of shares of Common Stock then
deliverable upon the exercise of such Warrant would have been entitled to
receive upon such consolidation, merger, sale or transfer if such Warrant had
been exercised in full immediately prior to such transaction.
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(g) All calculations under this Section 5 shall be made to the nearest
one-hundredth of a cent or to the nearest one thousandth of a share, as the case
may be. No adjustment shall be required unless such adjustment would result in
an increase or decrease of at least one (1%) percent of the Per Share Warrant
Price; provided, however, that any adjustments which by reason of this paragraph
(g) are not required to be made shall be carried forward and taken into account
in any subsequent adjustment.
(h) If at any time, as a result of an adjustment made pursuant to
paragraph (c) above, the Holder shall become entitled to purchase any Other
Securities, thereafter the number of such Other Securities purchasable upon
exercise of this Warrant and the price of the Other Securities shall be subject
to adjustment from time to time and in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to this Warrant
contained in paragraphs (a) through (g), inclusive above.
(i) Upon the expiration of any rights, options, warrants or conversion
of exchange privileges which caused an adjustment to the Per Share Warrant Price
to be made, if any thereof shall not have been exercised, the Per Share Warrant
Price shall, upon such expiration, be readjusted and shall thereafter be such as
it would have been had it been originally adjusted (or had the original
adjustment not been required, as the case may be) as if (i) the only shares of
Common Stock so issued were the shares of Common Stock, if any, actually issued
or sold upon the exercise of such rights, options, warrants or conversion or
exchange privileges and (ii) such shares of Common Stock, if any, were issued or
sold for the consideration actually received by the Corporation upon such
exercise plus the aggregate consideration, if any, actually received by the
Corporation for the issuance, sale or grant of all such rights, options,
warrants or conversion or exchange privileges, whether or not exercised;
provided further, that no such readjustment shall have the effect of decreasing
the Per Share Warrant Price by an amount in excess of the amount of the
adjustment initially made in respect to the issuance, sale or grant of such
rights, options, warrant, or conversion or exchange privileges.
(j) Upon any exercise of this Warrant at a time when there are
dividends or distributions declared but unpaid (whether as to Common Stock or
Other Securities or other property payable with respect hereto) and as to which
the dividend date or other date fixed for payment has passed, then, (i) to the
fullest extent permitted by law, such unpaid dividends or distributions shall be
paid by the Corporation contemporaneously with the exercise of this Warrant, and
(ii) to the extent payment of such unpaid dividends or distributions is not
legally permitted, then the Per Share Warrant Price shall be further adjusted by
increasing the number of shares of Common Stock or Other Securities or property
issuable upon conversion to take into account the value of such unpaid dividends
or other distributions in determining the amount of Common Stock or Other
Securities to be issued upon exercise of this Warrant.
6. Limited Transferability. (a) This Warrant and the Warrant Shares have
not been registered under the Securities Act of 1933 and may be transferred only
pursuant to an effective registration thereunder or an exemption from
registration thereunder and in compliance with applicable state securities laws.
This Warrant may not be transferred if such transfer would require any
registration or qualification under, or cause the loss of exemption from
registration or qualification under, such Act or any applicable state securities
law with respect to the Warrants or the Warrant Shares. This Warrant and any
Warrant Shares shall bear an appropriate legend with respect to such
restrictions on transfer. This Warrant is transferable only upon the books which
the
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Corporation shall cause to be maintained for such purpose. Any assignment or
transfer may be made by surrendering this Warrant to the Corporation together
with the attached assignment form properly executed by the assignor or
transferor. Upon such surrender the Corporation will execute and deliver, in the
case of an assignment or transfer in whole, a new Warrant in the name of the
assignee or transferee or, in the case of an assignment or transfer in part, a
new Warrant in the name of the assignee or transferee named in such instrument
of assignment or transfer and a new Warrant in the name of the assignor or
transferor covering the number of Warrant Shares in respect of which this
Warrant shall not be assigned or transferred to the assignee or transferee.
(b) The Corporation may treat the registered holder of this Warrant as
it appears on its books any time as the Holder and the owner of this Warrant for
all purposes. The Corporation shall permit the Holder of this Warrant or his
duly authorized attorney, upon written request during ordinary business hours,
to inspect and copy or make extracts from its books showing the Holders of
Warrants. All Warrants will be dated the same date as this Warrant.
7. Loss, etc. of Warrant. Upon receipt of evidence satisfactory to the
Corporation of the loss, theft, destruction or mutilation of this Warrant, and
of indemnity in form and amount reasonably satisfactory to the Corporation, if
lost, stolen or destroyed, and upon surrender and cancellation of this Warrant,
if mutilated, and upon reimbursement of the Corporation's reasonable incidental
expenses, the Corporation shall execute and deliver to the Holder new Warrant of
like date, tenor and denomination.
8. Warrant Holder Not A Shareholder. This Warrant does not confer upon
the Holder any right to vote or to consent or to receive notice as a shareholder
of the Corporation, as such, in respect of any matters whatsoever, or any other
rights or liabilities as a shareholder, prior to the exercise hereof.
9. Communication. No notice or other communication under this Warrant
shall be effective unless, but any notice or other communication shall be
effective and shall be deemed to have been given if, the same is in writing and
is mailed by first-class mail, postage prepaid, addressed to:
(a) the Corporation at 50 East RiverCenter Blvd., Suite 180,
Covington, KY 41011, or such other address as the Corporation has designated in
writing to the Holder, or
(b) the Holder at the address shown on the Corporation's books as
described above.
10. Headings. The headings of this Warrant have been inserted as a matter
of convenience, and shall not affect the construction hereof.
11. Amendments. This Warrant may be amended only by written agreement of
the Corporation and the Holder.
12. Applicable Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to agreements made
and to be performed therein.
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IN WITNESS THEREOF, REGENT COMMUNICATIONS, INC. has executed this
Warrant as of the date set forth on the first page hereof.
REGENT COMMUNICATIONS, INC.
By: /s/
--------------------------
President
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SUBSCRIPTION
The undersigned, ___________________________, pursuant to the provisions
of the foregoing Warrant, hereby agrees to subscribe for and purchase
___________ shares of Common Stock of REGENT COMMUNICATIONS, INC. covered by
said Warrant, and makes payment therefor in full at the price per share provided
by said Warrant.
Dated: __________________ Signature: _________________________
Address: _________________________
_________________________
ASSIGNMENT
FOR VALUE RECEIVED ___________________ hereby sells, assigns and transfers
unto _______________________ the foregoing Warrant and all rights evidenced
thereby, and does irrevocably constitute and appoint
________________________________, attorney, to transfer said Warrant on the
books of REGENT COMMUNICATIONS, INC. ___________________ hereby agrees to be
bound by the terms of the Warrant as defined therein.
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