EXHIBIT 10.10
Note: Portions of this exhibit marked with "X's" have been omitted pursuant to
a request for confidentiality under Rule 24b-2 of the Securities Exchange
Act of 1934, as amended. A copy of this exhibit in its entirety has been
filed separately with the Securities and Exchange Commission.
Exhibit A-3
[Form of Third Investment Warrants]
THIS SECURITY IS SUBJECT TO THE PROVISIONS OF THE 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.
-------------------------------
ANGEION CORPORATION
COMMON STOCK PURCHASE WARRANT
_________________ 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 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 ______ 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 third 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
$___ per share (the
"Warrant Price").
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 XXXXXXXXXXXXXXXXXX,
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
XXXXXXXXXXX. 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 XXX XXXXX XXXXXXXXX XXXXX XXX XXXXXXX XXXXXX at any time
during the 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 XXXX XXXXX XXXXXXXXX XXXXXX 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 XXXXXXXXXXXXX, 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 XXXXXXXXXXXXXXXXXX, 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 or exercise in whole
or 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 _______________ 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 or
exercise in whole or 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 XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX, 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 XXXXXXXXXXXXXXXXXXXXXX, 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 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
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Chief Financial Officer
With a copy to:
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
If to the Holder:
Synthelabo
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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
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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 internal laws of the State of New York without regard to the
principles of conflict of laws.
Section 10. Definitions.
As used in this Warrant, the following terms shall be defined as
follows:
"Anti-Dilution Period" shall mean the period commencing on the date
hereof and terminating on the XXXXXXXXXXXXXXXX of the Initial Closing Date (as
defined in the Purchase Agreement).
"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.
"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.
"Third Reference Price" shall mean XXXXXXXXXXXXXXXXXXXXXX of the
average Quoted Price for all trading days within XXXXXXXXXXXXX ending two days
prior to the earlier of XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXX
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed on the day and year first above written.
ANGEION CORPORATION
By:
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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:
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Date: [Holder]
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By
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Name:
Title:
Exhibit B
ASSIGNMENT FORM
To: ANGEION CORPORATION
The undersigned hereby assigns and transfers this Warrant to
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(Insert assignee's social security or tax identification number)
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(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]
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By
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Name:
Title:
(Sign exactly as your name appears on the face of this Warrant)
Signature guarantee: