1
EXHIBIT 4.2
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR
ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS
THAT, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE
REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE.
W -- (WarrantNo)
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GULF SOUTH MEDICAL SUPPLY, INC.
COMMON STOCK PURCHASE WARRANT
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This certifies that, for good and valuable consideration, Gulf South
Medical Supply, Inc., a Delaware corporation (the "Company"), grants to
(Warrant_Holder) (the "Warrantholder"), the right to subscribe for and purchase
from the Company (NoSharesinWords) ((NoSharesinNumbers)) validly issued, fully
paid and nonassessable shares (the "Warrant Shares") of the Company's Common
Stock, par value $.01 per share (the "Common Stock"), at the purchase price per
share of $25.90 (the "Exercise Price"), at any time prior to 5:00 p.m., New
York City time, on the Expiration Date, all subject to the terms, conditions
and adjustments herein set forth.
This Warrant was issued in connection with the Stock Purchase
Agreement, dated November 19, 1996 (the "Stock Purchase Agreement"), among the
Company, Gateway Healthcare Corporation, and North American Fund II, Allied
Investment Corporation, Allied Capital Corporation II, Allied Venture
Partnership and ▇▇▇▇ ▇▇▇▇▇▇ (collectively, the "Sellers"), and is subject to
the terms thereof. The Warrantholder is entitled to the rights and subject to
the obligations contained in the Stock Purchase Agreement relating to this
Warrant and the Warrant Shares.
1. Duration and Exercise of Warrant.
1.1 Duration and Exercise of Warrant. Subject to the
terms and conditions set forth herein, this Warrant may be exercised, in whole
or in part, by the Warrantholder by:
(a) the surrender of this Warrant to the Company,
with a duly executed Exercise Form specifying the number of Warrant Shares to
be purchased, during normal business hours on any Business Day prior to the
Expiration Date; and
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(b) the delivery of payment to the Company, for
the account of the Company, by cash, wire transfer, certified or official bank
check or any other means approved by the Company, of the Exercise Price for the
number of Warrant Shares specified in the Exercise Form in lawful money of the
United States of America.
The Company agrees that such Warrant Shares shall be deemed to be issued to the
Warrantholder as the record holder of such Warrant Shares as of the close of
business on the date on which this Warrant shall have been surrendered and
payment made for the Warrant Shares as aforesaid. Notwithstanding the
foregoing, no such surrender shall be effective to constitute the Person
entitled to receive such shares as the record holder thereof while the transfer
books of the Company for the Common Stock are closed for any purpose (but not
for any period in excess of five days); but any such surrender of this Warrant
for exercise during any period while such books are so closed shall become
effective for exercise immediately upon the reopening of such books, as if the
exercise had been made on the date this Warrant was surrendered and for the
number of shares of Common Stock and at the Exercise Price in effect at the
date of such surrender.
1.2 Warrant Shares Certificate. A stock certificate or
certificates for the Warrant Shares specified in the Exercise Form shall be
delivered to the Warrantholder within three Business Days after receipt of the
Exercise Form by the Company and payment of the purchase price. No fractional
shares shall be issued upon the exercise of this Warrant, provided that the
Warrantholder shall receive, in lieu of any fractional shares, cash in an
amount equal to the product of the fraction multiplied by the Current Market
Price of a share of Common Stock. If this Warrant shall have been exercised
only in part, the Company shall, at the time of delivery of the stock
certificate or certificates, deliver to the Warrantholder a new Warrant
evidencing the rights to purchase the remaining Warrant Shares, which new
Warrant shall in all other respects be identical with this Warrant.
2. Restrictions on Transfer; Restrictive Legends.
2.1 This Warrant, including the registration rights
pursuant to Section 7 hereof, may be offered, sold, transferred, pledged or
otherwise disposed of, in whole or in part, to any person, subject to
compliance with any applicable securities laws.
2.2 Except as otherwise permitted by this Section 2, each
stock certificate for Warrant Shares issued upon the exercise of any Warrant
and each stock certificate issued upon the direct or indirect transfer of any
such Warrant Shares shall be stamped or otherwise imprinted with a legend in
substantially the following form:
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THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST HEREIN MAY
BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH
LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS
THAT, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND
OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION,
IS AVAILABLE.
Notwithstanding the foregoing, the Warrantholder may require
the Company to issue a Warrant or a stock certificate for Warrant Shares, in
each case without a legend, if either (i) such Warrant or such Warrant Shares,
as the case may be, have been registered for resale under the Securities Act,
(ii) the Warrantholder has delivered to the Company an opinion of legal counsel
(from a firm reasonably satisfactory to the Company) which opinion shall be
addressed to the Company and be reasonably satisfactory in form and substance
to the Company's counsel, to the effect that such registration is not required
with respect to such Warrant or such Warrant Shares, as the case may be, or
(iii) such Warrant or Warrant Shares are sold in compliance with Rule 144 or
Rule 144(k) (or any successor provision then in effect) under the Securities
Act, the Company receives customary representations to such effect and the
Company receives an opinion of counsel to the Company in customary form that
such legend may be removed.
3. Reservation and Registration of Shares, Etc.
The Company covenants and agrees as follows:
(a) All Warrant Shares that are issued upon the exercise
of this Warrant shall, upon issuance, be validly issued, fully paid and
nonassessable, not subject to any preemptive rights, and free from all taxes,
liens, security interests, charges, and other encumbrances with respect to the
issuance thereof, other than taxes in respect of the issuance of the Warrant
Shares hereunder and any transfer occurring contemporaneously with such issue.
(b) During the period within which this Warrant may be
exercised, the Company shall at all times have authorized and reserved, and
keep available free from preemptive rights, a sufficient number of shares of
Common Stock to provide for the exercise of the rights represented by this
Warrant.
4. Loss or Destruction of Warrant.
Subject to the terms and conditions hereof, upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant and, in the case of loss, theft or
destruction, of such bond or indemnification as the Company may reasonably
require, and, in the case of such mutilation, upon surrender and cancellation
of this Warrant, the Company will execute and deliver a new Warrant of like
tenor.
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5. Ownership of Warrant.
The Company may deem and treat the person in whose name this Warrant
is registered as the holder and owner hereof (notwithstanding any notations of
ownership or writing hereon made by anyone other than the Company) for all
purposes and shall not be affected by any notice to the contrary, until
presentation of this Warrant for registration of transfer.
6. Certain Adjustments.
6.1 The number of Warrant Shares purchasable upon the
exercise of this Warrant and the Exercise Price shall be subject to adjustment
as follows:
(a) Stock Dividends, Splits, Combinations. If at
any time after the date of the issuance of this Warrant the Company (i)
declares a dividend or other distribution payable in shares of Common Stock or
securities convertible into Common Stock or subdivides its outstanding shares
of Common stock into a larger number or (ii) combines its outstanding shares of
Common Stock into a smaller number, then (x) the number of Warrant Shares to be
delivered upon exercise of this Warrant will, upon the occurrence of an event
set forth in clause (i) above, be increased and, upon the occurrence of an
event set forth in clause (ii) above, be decreased so that such Warrantholder
will be entitled to receive the number of shares of Common Stock that such
Warrantholder would have owned immediately following such action had this
Warrant been exercised immediately prior thereto and (y) the Exercise Price in
effect immediately prior to such dividend, other distribution, subdivision or
combination, as the case may be, shall be adjusted proportionately by
multiplying such Exercise Price by a fraction, of which the numerator shall be
the number of Warrant Shares purchasable upon exercise of this Warrant
immediately prior to such adjustment, and of which the denominator shall be the
number of Warrant Shares purchasable immediately thereafter.
(b) Distributions of Stock, Other Securities,
Evidence of Indebtedness, Etc. In case the Company shall distribute to the
holders of Common Stock shares of its capital stock (other than Common Stock or
shares convertible into Common Stock for which adjustment is made under Section
6.1(a)), stock or other securities of the Company or any other Person,
evidences of indebtedness issued by the Company or any other Person, assets
(excluding cash dividends) or options, warrants or rights to subscribe for or
purchase the foregoing, then, and in each such case, immediately following the
record date fixed for the determination of the holders of Common Stock entitled
to receive such distribution, the Exercise Price then in effect shall be
adjusted by multiplying the Exercise Price in effect immediately prior to such
record date by a fraction (i) the numerator of which shall be such Current
Market Price of the Common Stock less the then Fair Market Value (as determined
by the Board of Directors) of the portion of the stock, other securities,
evidences of indebtedness so distributed or of such options, warrants or rights
applicable to one share of Common Stock (but such numerator shall not be less
than one) and (ii) the denominator of which shall be the Current Market Price
of the Common Stock on such record date. Such adjustment shall become
effective at the opening of business on the Business Day following the record
date for the determination of stockholders entitled to such distribution.
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(c) Reorganization, Merger, Sale of Assets. In
case of any capital reorganization or reclassification or other change of
outstanding shares of Common Stock (other than a change in par value), any
consolidation or merger of the Company with or into another Person (other than
a consolidation or merger of the Company in which the Company is the resulting
or surviving Person and which does not result in any reclassification or change
of outstanding Common Stock) or the sale of all or substantially all of the
assets of the Company or another Person, upon exercise of this Warrant, the
Warrantholder shall have the right to receive the kind and amount of shares of
stock or other securities or property to which a holder of the number of shares
of Common Stock of the Company deliverable upon exercise of this Warrant would
have been entitled upon such reorganization, reclassification, consolidation,
merger or sale had this Warrant been exercised immediately prior to such event;
and, in such case, appropriate adjustment (as determined in good faith by the
Board of Directors) shall be made in the application of the provisions of this
Section 6 with respect to the rights and interest thereafter of the
Warrantholder, to the end that the provisions set forth in this Section 6
(including provisions with respect to changes in and other adjustments of the
Exercise Price) shall thereafter be applicable, as nearly as reasonably may be,
in relation to any shares of stock or other property thereafter deliverable
upon exercise of this Warrant.
(d) Carryover. Notwithstanding any other
provision of this Section 6.1, no adjustment shall be made to the number of
shares of Common Stock to be delivered to the Warrantholder (or to the Exercise
Price) if such adjustment represents less than 1% of the number of shares to be
so delivered, but any lesser adjustment shall be carried forward and shall be
made at the time and together with the next subsequent adjustment that together
with any adjustments so carried forward shall amount to 1% or more of the
number of shares to be so delivered, provided however, that, upon exercise of
this warrant pursuant to Section 1 hereof, any adjustment called for by
Sections 6.2(a), (b) or (c) which has not been made as a result of this Section
6.1(d) shall be made.
6.2 No Adjustment for Dividends. Except as provided in
Section 6.1, no adjustment in respect of any dividends shall be made during the
term of this Warrant or upon the exercise of this Warrant. Notwithstanding any
other provision hereof, no adjustments shall be made on Warrant Shares issuable
on the exercise of this Warrant for any cash dividends paid or payable to
holders of record of Common Stock prior to the date as of which the
Warrantholder shall be deemed to be the record holder of such Warrant Shares.
6.3 Notice of Adjustment. Whenever the number of Warrant
Shares or the Exercise Price of such Warrant Shares shall be adjusted, as
provided in Section 6.1, the Company shall forthwith file, at the principal
office of the Company (or at such other place as may be designated by the
Company), a statement, certified by the chief financial officer of the Company,
showing in detail the facts requiring such adjustment, the computation by which
such adjustment was made and the Exercise Price that shall be in effect after
such adjustment. The Company shall also cause a copy of such statement to be
sent by first class mail, postage prepaid, to the Warrantholder, at such
Warrantholder's address as shown in the records of the Company.
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7. Registration Statement. The Company shall file a registration
statement with the United States Securities and Exchange Commission within 30
days after the date hereof to effect the registration of the resale of the
Warrant Shares under the Securities Act; provided that the Warrantholder shall
not sell any Warrant Shares pursuant to such registration statement unless and
until it provides to the Company such information as the Company may reasonably
request for use in connection with the identification of the Warrantholder as a
selling stockholder in such registration statement, or any prospectus included
therein, and no such sale shall be made by the Warrantholder pursuant to such
registration statement unless and until such information is included by the
Company in such registration statement or prospectus. The Company shall in
good faith use its reasonable efforts and at its cost to cause such
registration statement to be declared effective as promptly as practicable
thereafter, to amend such registration statement to include additional or
revised information with respect to the selling stockholders and to include in
such registration statement the information provided by the Warrantholder as a
selling stockholder and shall notify the Warrantholder of the effectiveness
thereof and agrees to use its reasonable efforts to maintain the effectiveness
of such registration statement until the earliest of (a) such time as all of
the Warrant Shares have been sold pursuant to the registration statement, (b)
the Warrant expires according to its terms and (c) the date that Rule 144(k)
under the Securities Act (or successor provision) is available for the resale
of the Warrant Shares, provided that expenses incurred by the Company with
respect to any post-effective amendment to include additional or revised
information with respect to the selling stockholders shall be paid by such
selling stockholders. The Company shall indemnify and hold harmless the
Warrantholder, its officers, directors and agents and employees, each person
who controls the Warrantholder (within the meaning of Section 15 of the
Securities Act or Section 20 of the ▇▇▇▇ ▇▇▇) and the officers, directors,
agents and employees of any such controlling person, from and against all
damage, loss, liability and expense (including, without limitation, reasonable
expenses of investigation and reasonable attorneys' fees and expenses in
connection with any action, suit or proceeding) ("Losses") incurred or suffered
and arising out of or based upon any untrue or alleged untrue statement of a
material fact contained in any such registration statement, or related
prospectus or in any amendment or supplement thereto, or arising out of or
based upon any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except to the extent the same are based upon information furnished
in writing to the Company by or on behalf of the Warrantholder expressly for
use therein; provided, that the Company shall not be liable to the
Warrantholder to the extent that any such Losses arise out of or are based upon
an untrue statement or alleged untrue statement or omission or alleged omission
made in any preliminary prospectus if either (A)(i) the Warrantholder failed to
send or deliver a copy of the final prospectus with or prior to the delivery of
written confirmation of the sale by the Warrantholder of a Warrant Share to the
person asserting the claim from which such Losses arise and (ii) the prospectus
would have completely corrected such untrue statement or alleged untrue
statement or such omission or alleged omission; or (B)(i) such untrue statement
or alleged untrue statement, omission or alleged omission is completely
corrected in an amendment or supplement to the prospectus and (ii) having
previously been furnished by or on behalf of the Company with copies of the
prospectus as so amended or supplemented, the Warrantholder thereafter fails to
deliver such prospectus as so amended or supplemented, prior to or concurrently
with the sale of a Warrant Share to the person asserting the claim from which
such Losses arise. Promptly after receipt by
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an indemnified party under Section 7.01 of the Stock Purchase Agreement of
notice of any claim or the commencement of any action, the indemnified party
shall, if a claim in respect thereof is to be made against the Company under
such Section 7.01 notify the Company in writing of the claim or the
commencement of that action. No indemnification provided for in such Section
7.01 shall be available to any party who shall fail to give the notice if the
party to whom such notice was not given was unaware of the action, suit or
proceeding to which the notice would have related and was prejudiced by the
failure to give the notice, but the omission so to notify such indemnifying
party of any such notification shall not relieve such indemnifying party from
any liability which it may have to the indemnified party otherwise than under
such Section 7.01. If any such claim or action shall be brought against an
indemnified party, and it shall notify the Company thereof, the Company may, or
if the indemnified party requests shall, participate therein and assume the
defense thereof with counsel reasonably satisfactory to the indemnified party.
After notice from the Company to the indemnified party of its election to
assume the defense of such claim or action, the Company shall not be liable to
the indemnified party under such Section 7.01 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof; provided, however, if the defendants in any such action include both
an indemnified party and the Company and the indemnified party shall have
reasonably concluded that there may be legal defenses available to it and for
other indemnified parties that are different from or additional to those
available to the Company, the indemnified party or parties under such Section
7.01 shall have the right to employ not more than one counsel to represent them
and, in that event, the reasonable fees and expenses of not more than one such
separate counsel shall be paid by the Company. The Company shall not be liable
for any settlement effected without its written consent of any claim or action.
8. Amendments.
Any provision of this Warrant may be amended and the observance
thereof waived only with the written consent of the Company and the
Warrantholder.
9. Notices of Corporate Action.
So long as this Warrant has not been exercised in full, in the event of
(a) any taking by the Company of a record of all holders
of Common Stock for the purpose of determining the holders thereof who are
entitled to receive any dividend (other than cash dividends or distributions
paid from the retained earnings of the Company) or other distribution, or any
right to subscribe for, purchase or otherwise acquire any shares of stock of
any class or any other securities or property, or to receive any other right;
(b) any capital reorganization of the Company, any
reclassification (other than a change in par value of the Common Stock) or
recapitalization of the capital stock of the Company or any consolidation or
merger involving the Company and any other Person or any transfer of all or
substantially all the assets of the Company to any other Person; or
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(c) any voluntary or involuntary dissolution, liquidation
or winding-up of the Company;
the Company will mail to the Warrantholder a notice specifying (i) the date or
expected date on which any such record is to be taken for the purpose of such
dividend, distribution or right and the amount and character of any such
dividend, distribution or right or (ii) the date or expected date on which any
such reorganization, reclassification, recapitalization, consolidation, merger,
transfer, dissolution, liquidation or winding-up is to take place and the time,
if any such time is to be fixed, as of which the holders of record of Common
Stock shall be entitled to exchange their shares of Common Stock for the
securities or other property, if any, deliverable upon such reorganization,
reclassification, recapitalization, consolidation, merger, transfer,
dissolution, liquidation or winding-up. Such notice shall be delivered at least
10 days prior to the date therein specified (unless such date is beyond the
control of the Company, in which case, as soon as practicable thereafter, but
in no event more than 5 days thereafter), in the case of any date referred to
in the foregoing subdivisions (i) and (ii).
10. Definitions.
As used herein, unless the context otherwise requires, the following
terms have the following respective meanings:
"Affiliate" means any Person who is an "affiliate" as defined in Rule
12b-2 of the General Rules and Regulations under the Exchange Act.
"Business Day" means any day other than a Saturday, Sunday or a day on
which national banks are authorized by law to close in the State of
Mississippi.
"Common Stock" has the meaning specified on the cover of this Warrant.
"Company" has the meaning specified on the cover of this Warrant.
"Current Market Price" of a share of Common Stock as of a particular
date (the "Determination Date") shall mean:
(i) If the Common Stock is listed or
admitted for trading on a national securities exchange (including The
Nasdaq Stock Market, Inc.), then the Current Market Price shall be the
average of the last 30 "daily sales prices" of the Common Stock on the
principal national securities exchange on which the Common Stock is
listed or admitted for trading on the last 30 trading days prior to
the Determination Date, or if not listed or traded on any such
exchange, then the Current Market Price shall be the average of the
last 30 "daily sales prices" of the Common Stock on the
over-the-counter market on the last 30 trading days prior to the
Determination Date. The "daily sales price" shall be the closing
price of the Common Stock at the end of each day; or
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(ii) If the Common Stock is not so listed
or admitted to unlisted trading privileges or if no such sale is made
on at least 25 of such days, then the Current Market Price shall be as
reasonably determined in good faith by the Company's Board of
Directors or a duly appointed committee of the Board of Directors
(which determination shall be reasonably described in the written
notice delivered to the Warrantholder together with the Common Stock
certificates).
"Exchange Act" means the Securities Exchange Act of 1934, as amended,
(or any successor statute thereto) and the rules and regulations of the
Commission promulgated thereunder.
"Exercise Form" means an Exercise Form in the form annexed hereto as
Exhibit A.
"Exercise Price" has the meaning specified on the cover of this
Warrant.
"Expiration Date" means January 2, 2002.
"Fair Market Value" means the amount which a willing buyer would pay a
willing seller in an arm's length transaction.
"Person" means any individual, firm, corporation, partnership, limited
liability company, trust, incorporated or unincorporated association, joint
venture, joint stock company, governmental authority or other entity of any
kind, and shall include any successor (by merger or otherwise) of such entity.
"Securities Act" has the meaning specified on the cover of this
Warrant, or any similar Federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
Reference to a particular section of the Securities Act, shall include a
reference to the comparable section, if any, of any such similar Federal
statute.
"Stock Purchase Agreement" has the meaning specified on the cover of
this Warrant.
"Warrantholder" has the meaning specified on the cover of this
Warrant.
"Warrant Shares" has the meaning specified on the cover of this
Warrant.
11. Miscellaneous.
11.1 Entire Agreement. This Warrant, together with the
Stock Purchase Agreement, constitute the entire agreement between the Company
and the Warrantholder with respect to this Warrant.
11.2 Binding Effect; Benefits. This Warrant shall inure
to the benefit of and shall be binding upon the Company and the Warrantholder
and their respective successors and assigns. Nothing in this Warrant,
expressed or implied, is intended to or shall confer on any
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person other than the Company and the Warrantholder, or their respective
successors or assigns, any rights, remedies, obligations or liabilities under
or by reason of this Warrant.
11.3 Section and Other Headings. The section and other
headings contained in this Warrant are for reference purposes only and shall
not be deemed to be a part of this Warrant or to affect the meaning or
interpretation of this Warrant.
11.4 Notices. All notices, demands and other
communications provided for or permitted hereunder shall be made in writing and
shall be by registered or certified first-class mail, return receipt requested,
telecopier, courier service, overnight mail or personal delivery:
(a) if to Warrantholder:
(Warrant_Holder)
(Address)
with a copy to:
▇▇▇▇▇▇▇▇▇, Will & ▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
(b) if to the Company:
Gulf South Medical Supply, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Esq.
with a copy to:
▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP
High Street Tower
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
All such notices and communications shall be deemed to have been duly
given when delivered by hand, if personally delivered; when delivered by
courier or overnight mail, if delivered by commercial courier service or
overnight mail; five (5) Business Days after being deposited in the mail,
postage prepaid, if mailed; and when receipt is mechanically
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acknowledged, if telecopied. Any party may by notice given in accordance with
this Section 11.4 designate another address or Person for receipt of notices
hereunder.
11.5 Severability. Any term or provision of this Warrant
which is invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the terms and
provisions of this Warrant or affecting the validity or enforceability of any
of the terms or provisions of this Warrant in any other jurisdiction.
11.6 GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD
TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
11.7 No Rights or Liabilities as Stockholder. Nothing
contained in this Warrant shall be determined as conferring upon the
Warrantholder any rights as a stockholder of the Company or as imposing any
liabilities on the Warrantholder to purchase any securities whether such
liabilities are asserted by the Company or by creditors or stockholders of the
Company or otherwise.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
by its duly authorized officer.
GULF SOUTH MEDICAL SUPPLY, INC.
By:
-------------------------------
Name:
Title:
Dated: ______ __, 199_
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Exhibit A
EXERCISE FORM
(To be executed upon exercise of this Warrant)
The undersigned hereby irrevocably elects to exercise the right
represented by this Warrant, to purchase _____ of the Warrant Shares and
herewith tenders payment for such Warrant Shares to the order of Gulf South
Medical Supply, Inc. in the amount of $_____ in accordance with the terms of
this Warrant. The undersigned requests that a certificate for such Warrant
Shares be registered in the name of the undersigned and that such certificates
be delivered to the undersigned's address below.
The undersigned represents that it is acquiring such Warrant Shares
for its own account for investment and not with a view to or for sale in
connection with any distribution thereof (subject, however, to any requirement
of law that the disposition thereof shall at all times be within its control).
Dated:___________
Signature_________________________________
_________________________________________
(Print Name)
_________________________________________
(▇▇▇▇▇▇ ▇▇▇▇▇▇▇)
_________________________________________
(City) (State) (Zip Code)
Signed in the presence of:
________________________
NOTE: The above signature must correspond with the name as written
upon the face of this Warrant in ever particular way, without any alteration
whatsoever.
Any unexercised Warrants evidenced by the Warrant Certificate are to
be issued to:
Name:_______________________ (please print)
Address:_____________________
Taxpayer Identification or Social Security Number:________________