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EXHIBIT 4(k)
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 80,000 Shares of Common Stock
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June 15, 1998
FOR VALUE RECEIVED, REGENT COMMUNICATIONS, INC. (the "Corporation"), a
Delaware corporation, hereby certifies that RIVER CITIES CAPITAL FUND LIMITED
PARTNERSHIP, a Delaware limited partnership, 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"),
80,000 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 form for exercise,
accompanied by payment of the Per Share Warrant Price for the number of shares
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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
which shall be the number of such shares outstanding (including the Conversion
Shares) at the
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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 Corporation shall cause to be maintained for such purpose. Any assignment or
transfer may be made
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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: William L. Stakelin
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President
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SUBSCRIPTION
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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:
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Address:
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ASSIGNMENT
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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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