EXHIBIT 10.7
THIS SECURITY IS SUBJECT TO THE PROVISIONS OF THE AMENDED AND RESTATED
INVESTMENT AND MASTER STRATEGIC RELATIONSHIP AGREEMENT DATED AS OF OCTOBER 9,
1997 BETWEEN THE ISSUER AND SYNTHELABO AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT
IN ACCORDANCE THEREWITH. A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICE OF
THE CORPORATE SECRETARY OF THE ISSUER. THIS SECURITY WAS SOLD IN A PRIVATE
PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AND MAY BE
OFFERED OR SOLD ONLY IF REGISTERED UNDER THE SECURITIES ACT OF 1933 OR IF AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.
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ANGEION CORPORATION
COMMON STOCK PURCHASE WARRANT
1,350,845 Shares
Capitalized terms used and not otherwise defined in this Common Stock
Purchase Warrant (this "Warrant") shall have the respective meanings assigned to
them in the Amended and Restated Investment and Master Strategic Relationship
Agreement dated as of the 9th day of October, 1997, between Angeion Corporation,
a Minnesota corporation having its executive offices and principal place of
business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Company"),
and Synthelabo, a French societe anonyme (the "Holder"), as the same may be
supplemented, modified, amended, renewed or restated from time to time (the
"Purchase Agreement").
The Company does hereby certify and agree that, for value received, the
Holder, its successors and assigns, hereby is entitled to purchase from the
Company 1,350,845 duly authorized, validly issued, fully paid and non-assessable
shares of Common Stock, par value $0.01 per share ("Common Stock"), of the
Company (the "Exercise Quantity") upon the terms and subject to the provisions
of this Warrant.
Section 1. Price and Exercise of Warrant.
1.1 Term of Warrant. This Warrant shall be exercisable for the period
commencing on the date hereof and ending at 4:30 p.m., New York City time, on
the fourth anniversary of the date hereof (the "Expiration Date").
1.2 Exercise Price. The price per share at which the shares of Common Stock
issuable upon exercise of this Warrant (the "Warrant Shares") shall be $6.6625
per share (the "Warrant Price") and shall be subject to downward adjustment
(which adjustments shall supercede any prior
lesser adjustments pursuant to paragraphs (c) or (d) of Section 4 below) to a
price equal to one hundred thirty percent (130%) of the First Anniversary Market
Price in the event of the issuance of Supplemental Shares as contemplated by
Section 2.1(e) of the Purchase Agreement.
1.3 Exercise of Warrant. (a) This Warrant may be exercised, in whole or in
part, upon surrender to the Company at its offices at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ of the certificate or certificates evidencing this
Warrant to be exercised, together with the form of election to exercise attached
hereto as Exhibit A duly completed and executed, and upon payment to the Company
of the Warrant Price for the number of Warrant Shares in respect of which this
Warrant is then being exercised. Payment of the aggregate Warrant Price may be
made in cash, by certified or bank check or by wire transfer.
(b) Subject to Section 2 hereof, upon such surrender of this Warrant,
and the duly completed and executed form of election to exercise, and payment of
the Warrant Price as aforesaid, the Company shall cause to be issued and
delivered with all reasonable dispatch (and in any event within five business
days thereafter) to the Holder or such other person as the Holder may designate
in writing a certificate or certificates for the number of full shares of Common
Stock so purchased upon the exercise of this Warrant. Such certificate or
certificates shall be deemed to have been issued and any person so designated to
be named therein shall be deemed to have become a holder of record of such
shares of Common Stock as of the date of the surrender of this Warrant, and the
duly completed and executed form of election to exercise, and payment of the
Warrant Price, as aforesaid; provided, however, that if, at the date of
surrender of this Warrant and payment of the Warrant Price, the transfer books
for the shares of Common Stock purchasable upon the exercise of this Warrant
shall be closed, the certificates for the shares of Common Stock shall be
issuable as of the date on which such books shall next be opened (whether before
or after the Expiration Date), and, until such date, the Company shall be under
no duty to cause to be delivered any certificate for such shares of Common Stock
or for shares of such other class of stock. If this Warrant is exercised in
part, a new Warrant certificate of the same tenor and for the number of Warrant
Shares not exercised shall be executed by the Company.
1.4 Fractional Interests. The Company shall not be required to issue
fractions of shares of Common Stock on the exercise of this Warrant. If any
fraction of a share of Common Stock would be issuable upon the exercise of this
Warrant (or any portion thereof), the Company shall purchase such fraction for
an amount in cash equal to the same fraction of the last reported sale price of
the Common Stock on the NASDAQ National Market System or any other national
securities exchange on which the Common Stock is then listed.
Section 2. Exchange and Transfer of Warrant.
(a) This Warrant may be exchanged for two or more Warrants entitling
the Holder thereof to purchase the same aggregate Exercise Quantity at the
Exercise Price per share and otherwise having the same terms and provisions as
this Warrant. The Holder may request such an exchange by surrender of this
Warrant to the Company, together with a written exchange request specifying the
desired number of Warrants and allocation of the Exercise Quantity
purchasable under the existing Warrant. Within two business days after the
Company's receipt of this Warrant and such an exchange request, the Company will
issue and deliver such new Warrants to the Holder in the amounts and with the
allocations requested.
(b) Subject to the restrictions set forth in Section 4.2(d) of the
Purchase Agreement, this Warrant from time to time may be transferred, in whole
or in part, by the Holder or any duly authorized representative of the Holder. A
transfer may be registered with the Company by submission to it of this Warrant,
together with the annexed Assignment Form attached hereto as Exhibit B duly
completed and executed. Within two business days after the satisfaction by the
Holder of the conditions to such transfer set forth in such Section 4.2(d) and
the Company's receipt of this Warrant and the Assignment Form so completed and
executed, the Company will issue and deliver to the transferee a new Warrant
representing the portion of the Exercise Quantity transferred at the same
Exercise Price per share and otherwise having the same terms and provisions as
this Warrant, which the Company will register in the new holder's name. In the
event of a partial transfer of this Warrant, the Company shall concurrently
issue and deliver to the transferring holder a new Warrant that entitles the
transferring holder to purchase the balance of the Exercise Quantity not so
transferred and that otherwise is upon the same terms and conditions as this
Warrant. Upon the due delivery of this Warrant for transfer, the transferee
holder shall be deemed for all purposes to have become the holder of the new
Warrant issued respecting the Exercise Quantity transferred, effective
immediately prior to the close of business on the date of such delivery,
irrespective of the date of actual delivery of the new Warrant representing the
Exercise Quantity transferred.
(c) In the event of the loss, theft or destruction of this Warrant,
the Company shall execute and deliver an identical new Warrant to the Holder in
substitution therefor upon the Company's receipt of (i) evidence reasonably
satisfactory to the Company of such event and (ii) if requested by the Company,
an indemnity agreement reasonably satisfactory in form and substance to the
Company. In the event of the mutilation of or other damage to this Warrant, the
Company shall execute and deliver an identical new Warrant to the Holder in
substitution therefor upon the Company's receipt of the mutilated or damaged
Warrant.
(d) The Company shall pay all costs and expenses incurred in
connection with the exercise, exchange, transfer or replacement of this Warrant,
including, without limitation, the costs of preparation, execution and delivery
of a new Warrant and of stock certificates representing all Warrant Shares;
provided, however, that the Holder shall pay all stamp and other transfer taxes
payable in connection with the transfer or replacement of this Warrant.
Section 3. Certain Covenants.
(a) The Company shall at all times reserve for issuance and keep
available out of its authorized and unissued shares of Common Stock, solely for
the purpose of providing for the exercise of this Warrant, such number of shares
of Common Stock as shall from time to time be sufficient therefor.
(b) The Company will not, by amendment of its articles of
incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this
Warrant. Without limiting the foregoing, the Company (i) will not increase the
par value of any shares of capital stock receivable upon the exercise of this
Warrant above the amount payable therefor upon such exercise, and (ii) will take
all such action as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and nonassessable shares of capital stock
upon the exercise of this Warrant.
Section 4. Adjustment of Warrant Price and Number of Warrant Shares.
The Warrant Price in effect at any time and the number and kind of
securities purchasable upon the exercise of this Warrant shall be subject to
adjustment from time to time upon the occurrence of certain events, as
hereinafter provided.
(a) In case the Company shall hereafter (i) pay a dividend or make a
distribution on its Common Stock in shares of its Common Stock, (ii) subdivide
its outstanding Common Stock, (iii) combine its outstanding Common Stock into a
smaller number of shares, or (iv) issue any shares 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), the
Warrant Price in effect at the time of the record date for such dividend or
distribution or the effective date of such subdivision, combination or
reclassification shall be proportionately adjusted so that the Holder, upon
exercise of this Warrant after such date, shall be entitled to receive the
aggregate number and kind of shares of Common Stock which, if this Warrant had
been exercised immediately prior to such record date, it would have owned upon
such exercise and been entitled to receive upon such dividend, distribution,
subdivision, combination or reclassification.
(b) In case the Company shall hereafter distribute to all holders of
its Common Stock shares of stock other than Common Stock, evidences of its
indebtedness or assets (excluding cash dividends or distributions out of
retained earnings and dividends or distributions referred to in paragraph (a)
above), or any rights, warrants or options to subscribe for or purchase shares
of Common Stock (or securities convertible into, exercisable for or exchangeable
for shares of Common Stock ) (excluding those referred to in paragraph (c)
below), then in each such case the Warrant Price in effect thereafter shall be
determined by multiplying the Warrant Price in effect immediately prior to the
date of such issuance by a fraction, the numerator of which shall be the total
number of outstanding shares of Common Stock multiplied by the Fair Market Value
Price (as defined below), less the then fair market value (as determined in good
faith by the Company's board of directors) of said shares of stock, assets or
evidences of indebtedness so distributed or of such rights or warrants, and the
denominator of which shall be the total number of outstanding shares of Common
Stock multiplied by the Fair Market Value Price. Such adjustments shall be made
whenever any such distribution is made and shall become effective immediately
after the record date for the determination of shareholders entitled to receive
such distribution.
(c) In case the Company shall hereafter issue shares of its Common
Stock or securities (including options, warrants or rights) convertible into,
exchangeable for or exercisable for shares of Common Stock, such shares of
Common Stock or securities convertible into, exchangeable for or exercisable for
shares of Common Stock being herein called "Company Securities") at a price per
share that is less than the Initial Reference Price (as defined below) at any
time during the Initial Anti-Dilution Period (as defined below), the Warrant
Price shall be adjusted immediately thereafter so that it shall equal the price
determined by multiplying the Warrant Price in effect immediately prior thereto
by a fraction, (x) the numerator of which shall be the sum of the number of
shares of Common Stock outstanding immediately prior to the issuance of such
additional Company Securities pursuant to such offering plus the number of
shares of Common Stock which the aggregate consideration received for the
issuance of such additional shares would purchase at such Initial Reference
Price, and (y) the denominator of which shall be the number of shares of Common
Stock outstanding immediately after the issuance of such additional shares
pursuant to such offering. Such adjustment shall be made successively whenever
such an issuance is made.
(d) In case the Company shall hereafter issue any Company Securities
(excluding securities issued in transactions described in paragraph (c) above)
at an effective price per share less than the Fair Market Value Price, the
Warrant Price shall be adjusted immediately thereafter so that it shall equal
the price determined by multiplying the Warrant Price in effect immediately
prior thereto by a fraction, (x) the numerator of which shall be the sum of the
number of shares of Common Stock outstanding immediately prior to the issuance
of such additional Company Securities pursuant to such offering plus the number
of shares of Common Stock which the aggregate consideration received for the
issuance of such additional shares would purchase at the Fair Market Value
Price, and (y) the denominator of which shall be the number of shares of Common
Stock outstanding immediately after the issuance of such additional shares
pursuant to such offering. Such adjustment shall be made successively whenever
such an issuance is made.
(e) Whenever the Warrant Price payable upon exercise of this Warrant
is adjusted pursuant to paragraphs (a), (b), (c) and (d) above, the number of
Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be
adjusted by multiplying the number of Warrant Shares initially issuable upon
exercise of this Warrant by the Warrant Price in effect as of the date of this
Warrant and dividing the product so obtained by the Warrant Price, as adjusted.
(f) Anything herein to the contrary notwithstanding:
(i) (A) The Company shall not be required to make any adjustment
contemplated under paragraph (c) in the case of: (A) the issuance of
shares of Common Stock upon the sale, issuance or exercise in whole or
in part of the warrants to purchase shares of Common Stock issued
pursuant to the Purchase Agreement; (B) the issuance of shares of
Common Stock or any other securities which may now or hereafter be
granted or exercised under any of the Company's compensatory benefit
plans (regardless of whether such shares of Common Stock or other
securities are issued to employees, directors, consultants or others
of the Company or the joint venture established pursuant to the
Limited Liability Company Operating Agreement of Angellan Medical
Systems, LLC (the "U.S. Joint Venture Agreement")) (the "Plans") and
such other employee benefit arrangements, contracts or plans as are
recommended by the management of the Company and approved by its board
of directors (adjusted appropriately for stock splits, stock
combinations or stock dividends); (C) the issuance or sale of shares
of Common Stock or convertible securities upon the exercise of any
rights or warrants to subscribe for or purchase, or any options for
the purchase of, Common Stock or convertible securities outstanding on
the date of the Purchase Agreement, except as set forth in Schedule
2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of
shares of Common Stock upon conversion or exchange of any convertible
securities or exercise of any options, warrants or other purchase
rights, if a prior antidilution adjustment was made or required to be
made hereunder upon the issuance, sale (or grant with respect to
options) of such convertible securities, options, warrants or other
purchase rights; (E) the issuance of shares of Common Stock in
connection with a bona fide merger, acquisition (including without
limitation, acquisition of a third party's assets, products,
technology or other rights) or other similar transaction involving the
Company or a subsidiary of the Company if the board of directors of
the Company has obtained a fairness opinion with respect to the
issuance of such Common Stock from a nationally or regionally
recognized investment banking firm indicating the financial terms of
such merger, acquisition or other similar transaction are fair to the
Company when taken as a whole; or (F) the issuance of any Company
Securities in any transaction which is part of the formation of a
strategic relationship or joint venture between the Company and a
third party if the board of directors of the Company has obtained a
fairness opinion with respect to the issuance of such Company
Securities from a nationally or regionally recognized investment
banking firm indicating that the financial terms of such strategic
relationship, joint venture or other similar relationship or venture
are fair to the Company when taken as a whole.
(B) The Company shall not be required to make any adjustment
contemplated under paragraph (d) in the case of: (A) the issuance
of shares of Common Stock upon the sale, issuance or exercise in
whole or in part of the warrants to purchase shares of Common
Stock issued pursuant to the Purchase Agreement; (B) the issuance
of shares of Common Stock or any other securities which may now
or hereafter be granted or exercised under any of the Plans and
such other employee benefit arrangements, contracts or plans as
are recommended by the management of the Company and approved by
its board of directors (adjusted appropriately for stock splits,
stock combinations or stock dividends); (C) the issuance or sale
of shares of Common Stock or convertible securities upon the
exercise of any rights or warrants to subscribe for or purchase,
or any options for the purchase of, Common Stock or convertible
securities outstanding on the date of the Purchase Agreement,
except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase
Agreement; (D)
the issuance or sale of shares of Common Stock upon conversion or
exchange of any convertible securities or exercise of any
options, warrants or other purchase rights, if a prior
antidilution adjustment was made or required to be made hereunder
upon the issuance, sale (or grant with respect to options) of
such convertible securities, options, warrants or other purchase
rights; (E) the issuance of shares of Common Stock in connection
with a bona fide merger, acquisition (including without
limitation, acquisition of a third party's assets, products,
technology or other rights) or other similar transaction
involving the Company or a subsidiary of the Company if the board
of directors of the Company has obtained a fairness opinion with
respect to the issuance of such Common Stock from a nationally or
regionally recognized investment banking firm indicating the
financial terms of such merger, acquisition or other similar
transaction are fair to the Company when taken as a whole; (F)
the issuance of any Company Securities in any transaction which
is part of the formation of a strategic relationship or joint
venture between the Company and a third party if the board of
directors of the Company has obtained a fairness opinion with
respect to the issuance of such Company Securities from a
nationally recognized investment banking firm indicating that the
financial terms of such strategic relationship, joint venture or
other similar relationship or venture are fair to the Company
when taken as a whole; or (G) the issuance of shares of Common
Stock in connection with a bona fide private placement
transaction not involving purchasers or placement agents
affiliated with the Company if (1) the discount to market is not
greater than 15% and (2) the Company has obtained a fairness
opinion with respect to the issuance thereof from a nationally or
regionally recognized investment banking firm that the financial
terms of such transaction are fair to the Company when taken as a
whole.
(ii) The Company shall not be required to make any adjustment
contemplated under paragraph (c) or (d) with respect to any Future
Financing (as defined below) if the Investor exercises its right to
increase or maintain its stock ownership with respect to such Future
Financing pursuant to the Purchase Agreement.
(iii) The provisions of paragraphs (c) and (d) above shall terminate
and have no further force and effect upon the Investor's Rights
Termination Date as such term is defined in the U.S. Joint Venture
Agreement.
(g) The number of shares of Common Stock outstanding at any given time
for purposes of the calculations under paragraphs (c) and (d) shall be subject
to the following rules:
(i) In case of (1) the sale by the Company for cash (or as a component
of a unit being sold for cash) of any rights or warrants to subscribe
for or purchase, or any options for the purchase of, Common Stock or
any securities convertible into or exchangeable for Common Stock
without the payment of any further consideration
other than cash, if any (such securities convertible, exercisable or
exchangeable into Common Stock being herein called "Convertible
Securities"), or (2) the issuance by the Company, without the receipt
by the Company of any consideration therefor, or any rights or
warrants to subscribe for or purchase, or any options for the purchase
of, Common Stock or Convertible Securities, in each case, if (and only
if) the consideration payable to the Company upon the exercise of such
rights, warrants or options shall consist of cash, whether or not such
rights, warrants or options, or the right to convert or exchange such
Convertible Securities, are immediately exercisable, and the price per
share for which Common Stock is issuable upon the exercise of such
rights, warrants or options or upon the conversion or exchange of such
Convertible Securities (determined by dividing (x) the minimum
aggregate consideration payable to the Company upon the exercise of
such rights, warrants or options, plus the consideration, if any,
received by the Company for the issuance or sale of such rights,
warrants or options, plus, in the case of such Convertible Securities,
the minimum aggregate amount of additional consideration, other than
such Convertible Securities, payable upon the conversion or exchange
thereof, by (y) the total maximum number of shares of Common Stock
issuable upon the exercise of such rights, warrants or options or upon
the conversion or exchange of such Convertible Securities issuable
upon the exercise of such rights, warrants or options) is less than
the Initial Reference Price or Fair Market Value Price, as applicable,
on the date of the issuance or sale of such rights, warrants or
options, then the total maximum number of shares of Common Stock
issuable upon the exercise of such rights, warrants or options or upon
the conversion or exchange of such Convertible Securities (as of the
date of the issuance or sale of such rights, warrants or options)
shall be deemed to be outstanding shares of Common Stock and shall be
deemed to have been sold for cash in an amount equal to (1) any cash
paid for such warrants, options or Convertible Securities plus (2) the
price per share payable upon the exercise of such rights, warrants or
options or upon the conversion or exchange of such Convertible
Securities issuable upon the exercise of such rights, warrants or
options.
(ii) In case the Company shall modify the rights of conversion,
exchange or exercise of any of the securities referred to in (i) above
or any other securities of the Company convertible, exchangeable or
exercisable for shares of Common Stock, for any reason other than an
event that would require adjustment to prevent dilution, so that the
consideration per share received by the Company after such
modification is less than the Initial Reference Price or Fair Market
Value Price, as applicable, the number of shares to be issued and
outstanding shall be recalculated according to (i) and the number of
antidilution shares issued pursuant to paragraph (c) or (d), as the
case may be, shall be recalculated and any additional resulting
antidilution shares shall thereupon be issued.
(iii) In the case of the sale for cash of any shares of Common Stock,
any Convertible Securities, any rights or warrants to subscribe for or
purchase, or any options for the purchase of, Common Stock or
Convertible Securities, the
consideration received by the Company theretofor shall be deemed to be
the gross sales price therefor without deducting therefrom any expense
paid or incurred by the Company or any underwriting discounts or
commissions or concessions paid or allowed by the Company in
connection therewith.
(h) No adjustment in the Warrant Price shall be required unless such
adjustment would require an increase or decrease of at least five cents ($0.05)
in such price; provided, however, that any adjustments not required to be made
shall be carried forward and taken into account in any subsequent adjustment.
All calculations under this Section 4 shall be made to the nearest cent or to
the nearest one-thousandth of a share, as the case may be.
(i) Anything in this Section 4 to the contrary notwithstanding, the
Company shall be entitled, but shall not be required, to make such changes in
the Warrant Price, in addition to those required by this Section 4, as it in its
discretion shall determine to be advisable in order that any dividend or
distribution in shares of Common Stock, subdivision, reclassification or
combination of shares of Common Stock, issuance of rights or warrants to
purchase Common Stock or distribution of shares of stock other than Common
Stock, evidences of indebtedness or assets (other than distributions in cash out
of retained earnings) referred to hereinabove in this Section 4, hereafter made
by the Company to the holders of its Common Stock shall not be taxable to them.
(j) Whenever the Warrant Price is adjusted, as herein provided, the
Company shall promptly cause a notice setting forth the adjusted Warrant Price
and adjusted number of shares issuable upon exercise of this Warrant to be
mailed to the Holder. The certificate setting forth the computation shall be
signed by the Chief Financial Officer of the Company.
(k) In the event that at any time, as a result of any adjustment made
pursuant to paragraph (a) above, the holder of this Warrant thereafter shall
become entitled to receive any shares of the Company, other than Common Stock,
thereafter the number of such other shares so receivable upon exercise of this
Warrant shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
Common Stock contained in paragraphs (a) to (h) inclusive, above.
Section 5. Rights and Obligations of the Warrant Holder.
This Warrant shall not entitle the Holder to any rights of a stockholder in
the Company.
Section 6. Restrictive Stock Legend.
This Warrant and the Warrant Shares have not been registered under any
securities laws. Accordingly, until such time as the securities represented
thereby are no longer subject to the restrictions set forth in Section 4.2 of
the Purchase Agreement and there is delivered to the Company an opinion of
counsel reasonably acceptable to the Company to the effect that such legend is
no longer required, any stock certificates issued pursuant to the exercise of
this Warrant shall bear the following legend:
THIS SECURITY IS SUBJECT TO THE PROVISIONS OF THE AMENDED AND
RESTATED INVESTMENT AND MASTER STRATEGIC RELATIONSHIP AGREEMENT
DATED AS OF OCTOBER 9, 1997 BETWEEN THE ISSUER AND SYNTHELABO AND
MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH. A
COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICE OF THE CORPORATE
SECRETARY OF THE ISSUER. THIS SECURITY WAS SOLD IN A PRIVATE
PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AND MAY BE OFFERED OR SOLD ONLY IF REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR IF AN EXEMPTION FROM REGISTRATION IS
AVAILABLE.
Section 7. Notices.
Any notice or other communication required or permitted to be given here
shall be in writing and shall be effective (a) upon hand delivery or delivery by
telex (with correct answerback received), telecopy or facsimile at the address
or number designated below (if delivered on a business day during normal
business hours where such notice is to be received), or the first business day
following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (b) on the third business
day following the date of mailing by express courier service, fully prepaid,
addressed to such address, or upon actual receipt of such mailing, whichever
shall first occur. The addresses for such communication shall be:
If to the Company:
Angeion Corporation
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Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Chief Financial Officer
With a copy to:
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
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▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
If to the Holder:
Synthelabo
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▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Telephone: (33)(1)45.37.56.67
Telecopier: (33)(1)45.37.58.04
Attention: General Counsel
With copies to:
ELA Medical
Centre d'Affairs la Boursidiere
92357 Le Plessis ▇▇▇▇▇▇▇▇
France
Telephone: (33)(1)46.01.33.01
Telecopier: (33)(1)46.01.33.15
Attention: President
and
Coudert Brothers
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Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Each party hereto may from time to time change its address for notices under
this Section 7 by giving at least 10 days' notice of such changes address to the
other party hereto.
Section 8. Amendments and Waivers.
This Warrant and any term hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is sought.
Section 9. Applicable Law.
This Warrant shall be governed by and construed and enforced in accordance
with the laws of the State of New York.
Section 10. Definitions.
As used in this Warrant, the following terms shall be defined as follows:
"Fair Market Value Price" shall mean the average Quoted Price for the five
business days prior to the closing of the applicable sale.
"Future Financing" shall mean any future offering of any shares of any
class of Company Securities with voting rights generally to elect directors of
the Company.
"Initial Anti-Dilution Period" shall mean the period commencing on October
9, 1997 and terminating on the first anniversary of the date hereof.
"Initial Reference Price" shall mean one hundred and fifteen percent (115%)
of the average Quoted Price for all trading days within the fifteen (15) trading
days ending two days prior to the public announcement by the Company of the
transactions contemplated by the Purchase Agreement.
"Quoted Price" of the Common Stock shall mean: the last sale price regular
way or, in the case no such sale takes place on such day, the average of the
closing bid and asked prices regular way, in wither case on the NASDAQ National
Market System as reported by NASDAQ, or, if the Common Stock is not authorized
for quotation on the NASDAQ National Market System, on the New York Stock
Exchange Composite Tape (the "Composite Tape"), or, if the Common Stock is not
listed or admitted to trading on such exchange, on the national securities
exchange in or nearest the City of New York on which the Common Stock is listed
or admitted to trading, or if the Common Stock is not listed or admitted to
trading on any national securities exchange, the last sale price regular way or,
in case no such sale takes place on such day, the average of the highest
reported bid and lowest reported asked prices as furnished by the National
Association of Securities Dealers Inc. through NASDAQ or a similar organization
if NASDAQ is no longer reporting such information, or if on any such trading day
the Common Stock is not quoted by any such organization, the fair value of a
share of Common Stock on such day, as determined in good faith by the board of
directors of the Company.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
on the day and year first above written.
ANGEION CORPORATION
By:_________________________
Title:
Exhibit A
To: ANGEION CORPORATION
ELECTION TO EXERCISE
The undersigned hereby exercises its right to subscribe for and
purchase from ANGEION CORPORATION ______ fully paid, validly issued and
nonassessable shares of Common Stock covered by the within Warrant and tenders
payment herewith in the amount of $__________ in accordance with the terms
thereof, and requests that certificates for such shares be issued in the name
of, and delivered to:
__________________________________
__________________________________
__________________________________
Date:___________________ [Holder]
By _________________________
Name:
Title:
Exhibit B
ASSIGNMENT FORM
To: ANGEION CORPORATION
The undersigned hereby assigns and transfers this Warrant to
________________________________________________________________________________
(Insert assignee's social security or tax identification number)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Print or type assignee's name, address and postal code)
and irrevocably appoints
________________________________________________________________________________
to transfer this Warrant on the books of the Company.
Date:___________________ [Holder]
By _________________________
Name:
Title:
(Sign exactly as your name appears on the face of this Warrant)
Signature guarantee: