EXHIBIT 10.98
RAMSAY HEALTH CARE, INC.
Entergy Corporation Building
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
As of September 10, 1996
Ramsay Health Care Pty. Limited
▇▇▇▇ ▇▇▇▇▇▇ Holdings Pty. Limited
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇
Ladies and Gentlemen:
Reference is made to that certain Amended and Restated Management
Agreement (the "Management Agreement") dated as of June 25, 1992 by and among
Ramsay Health Care Pty. Limited ("Ramsay Health Care") and Ramsay Health Care,
Inc. ("RHCI").
The parties hereto hereby agree that the Management Agreement shall be
terminated, effective July 1, 1997 (the "Termination Date"), and in
consideration therefor, RHCI agrees to issue and convey the Warrants (as defined
below) on the date hereof to or at the direction of Ramsay Health Care. Ramsay
Health Care hereby directs RHCI to, RHCI does hereby, issue and convey to ▇▇▇▇
▇▇▇▇▇▇ Holdings Pty. Limited ("Ramsay Holdings"), and Ramsay Holdings hereby
acquires and accepts from RHCI on the date hereof, warrants (the "Warrants") to
purchase 250,000 shares of the common stock, $.01 par value, of RHCI at an
exercise price of $2.625 per share and otherwise on the terms and conditions set
forth in the warrant certificate attached as Exhibit A hereto.
Notwithstanding the foregoing, the parties hereto acknowledge and
agree that the Management Agreement shall remain in full force and effect from
the date hereof until the Termination Date.
Ramsay Health Care Pty. Limited
▇▇▇▇ ▇▇▇▇▇▇ Holdings Pty. Limited
As of September 10, 1996
Page 2
This Agreement may be executed in counterparts (including by
facsimile), each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
If the foregoing correctly sets forth our agreement, please so
indicate by signing in the space below.
RAMSAY HEALTH CARE, INC.
By:________________________________
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
President
Agreed and Accepted:
RAMSAY HEALTH CARE PTY. LIMITED
By:_____________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇
Director
▇▇▇▇ ▇▇▇▇▇▇ HOLDINGS PTY. LIMITED
By:_____________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇
Director
EXHIBIT A
THIS WARRANT CERTIFICATE AND THE WARRANTS EVIDENCED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES
ACT") BUT HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND
MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
UNTIL EITHER (i) THE HOLDER THEREOF SHALL HAVE RECEIVED AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY (AS HEREINAFTER DEFINED) THAT
REGISTRATION THEREOF UNDER THE SECURITIES ACT IS NOT REQUIRED OR (ii) A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT THERETO SHALL HAVE
BECOME EFFECTIVE.
250,000 Warrants
WARRANT CERTIFICATE
To Subscribe for and Purchase shares of Common Stock, par value $.01,
of
RAMSAY HEALTH CARE, INC.
THIS CERTIFIES that, for value received, ▇▇▇▇ ▇▇▇▇▇▇ Holdings Pty.
Limited, an Australian corporation, or its registered successors and assigns, is
the owner of the number of warrants (the "Warrants") set forth above, each of
which entitles the owner thereof to purchase from Ramsay Health Care, Inc., a
Delaware corporation (herein called the "Company"), at any time during the
period from the date hereof through 5:00 P.M., New York City Time on September
10, 2006, one share of Common Stock, par value $.01, of the Company
(individually, a "Common Share" and collectively, the "Common Shares"), at an
initial exercise price of $2.625 per share, subject to adjustment from time to
time pursuant to the provisions of paragraph 2. For purposes of this Warrant
Certificate, the term "Common Shares" shall mean the class of capital stock of
the Company designated common stock, par value $.01, as constituted on the date
hereof, and any other class of capital stock of the Company resulting from
successive changes or reclassifications of the Common Shares.
1. Exercise of Warrants. The Warrants evidenced hereby may be
exercised by the registered holder hereof, in whole or in part, by the surrender
of this Warrant Certificate, duly endorsed (unless endorsement is waived by the
Company), at the principal office of the Company (or at such other office or
agency of the Company as it may designate by notice in writing to the registered
holder hereof at such holder's last address appearing on the books of the
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Company) and upon payment to the Company by certified or official bank check or
checks payable to the order of the Company of the purchase price of the Common
Shares purchased. The Company agrees that the Common Shares so purchased shall
be deemed to be issued to the registered holder hereof on the date on which this
Warrant Certificate shall have been surrendered and payment made for such Common
Shares as aforesaid; provided, however, that no such surrender and payment on
any date when the stock transfer books of the Company shall be closed shall be
effective to constitute the person entitled to receive such Common Shares as the
record holder thereof on such date, but such surrender and payment shall be
effective to constitute the person entitled to receive such Common Shares as the
record holder thereof for all purposes immediately after the opening of business
on the next succeeding day on which such stock transfer books are open. The
certificate(s) for such Common Shares shall be delivered to the registered
holder hereof within a reasonable time, not exceeding five days, after the
Warrants evidenced hereby shall have been so exercised and a new Warrant
Certificate evidencing the number of Warrants, if any, remaining unexercised
shall also be issued to the registered holder within such time unless such
Warrants shall have expired. No fractional Common Shares of the Company, or
scrips for any such fractional shares, shall be issued upon the exercise of any
Warrants.
2. Adjustment in Exercise Price and Number of Shares. The initial
exercise price of $2.75 per share shall be subject to adjustment from time to
time as hereinafter provided (such price, as last adjusted, being hereinafter
called the "Exercise Price"). Upon each adjustment of the Exercise Price, the
holder of this Warrant shall thereafter be entitled to purchase at the Exercise
Price resulting from such adjustment, the number of shares obtained by
multiplying the Exercise Price in effect immediately prior to such adjustment by
the number of shares purchasable pursuant hereto immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from
such adjustment.
(a) Adjustment of Warrant Exercise Price upon Issue of Common Shares.
Except in the case of the issuance from time to time of Excluded Shares (as
defined below), if and whenever after the date hereof the Company shall issue or
sell any Common Shares for a consideration per share less than the Exercise
Price in effect immediately prior to the time of such issue or sale, or the
Company shall issue or sell any Common Shares for a consideration per share less
than the Market Price (as hereinafter defined) of the Common Shares at the time
of such issue or sale, then, forthwith upon such issue or sale, the Exercise
Price shall be reduced (but not increased, except as otherwise specifically
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provided in Section 2(a)(C)) to the lower of the prices (calculated to the
nearest cent) determined as follows:
(x) by dividing (i) an amount equal to the sum of (A) the
aggregate number of Common Shares outstanding immediately prior to
such issue or sale multiplied by the then existing Exercise Price, and
(B) the consideration, if any, received by the Company upon such issue
or sale, by (ii) the aggregate number of Common Shares outstanding
immediately after such issue or sale; and
(y) by multiplying the Exercise Price in effect immediately prior
to the time of such issue or sale by a fraction, the numerator of
which shall be the sum of (i) the aggregate number of Common Shares
outstanding immediately prior to such issue or sale multiplied by the
Market Price of the Common Shares immediately prior to such issue or
sale plus (ii) the consideration received by the Company upon such
issue or sale, and the denominator of which shall be the product of
(iii) the aggregate number of Common Shares outstanding immediately
after such issue or sale, multiplied by (iv) the Market Price of the
Common Shares immediately prior to such issue or sale.
No adjustment of the Exercise Price, however, shall be made in an
amount less than $.01 per share, but any such lesser adjustment shall be carried
forward and shall be made upon the earlier of (i) the third anniversary of the
issuance or deemed issuance of the securities requiring such adjustment
hereunder, and (ii) the time of and together with the next subsequent
adjustment.
For purposes hereof, the term "Excluded Shares" shall mean Common
Shares issued to employees, officers, directors or affiliates of, or consultants
to, the Company (or any of its subsidiaries, direct or indirect), pursuant to
any agreement, plan (including without limitation stock option plans and stock
purchase plans), arrangement or stock option heretofore or hereafter approved by
the Board of Directors of the Company, including without duplication pursuant to
options or warrants to purchase or rights to subscribe for such Common Shares,
securities which by their terms are convertible into or exchangeable for such
Common Shares, and options and warrants to purchase or rights to subscribe for
such convertible or exchangeable securities.
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For purposes of this Section 2(a), the following paragraphs (A) to
(I), inclusive, shall be applicable:
(A) Issuance of Rights or Options. In case at any time after
the date hereof the Company shall in any manner grant (whether
directly or by assumption in a merger or otherwise) any rights to
subscribe for or to purchase, or any options for the purchase of
Common Shares or any stock or securities convertible into or
exchangeable for Common Shares (such convertible or exchangeable
stock or securities being herein called "Convertible
Securities"), whether or not such rights or options or the right
to convert or exchange any such Convertible Securities are
immediately exercisable, and the price per share for which Common
Shares are issuable upon the exercise of such rights or options
or upon conversion or exchange of such Convertible Securities
(determined by dividing (i) the total amount, if any, received or
receivable by the Company as consideration for the granting of
such rights or options, plus the minimum aggregate amount of
additional consideration, if any, payable to the Company upon the
exercise of such rights or options, or plus, in the case of such
rights or options which relate to Convertible Securities, the
minimum aggregate amount of additional consideration, if any,
payable upon the issue or sale of such Convertible Securities and
upon the conversion or exchange thereof, by (ii) the total
maximum number of Common Shares issuable upon the exercise of
such rights or options or upon the conversion or exchange of all
such Convertible Securities issuable upon the exercise of such
rights or options) shall be less than the Exercise Price in
effect immediately prior to the time of the granting of such
rights or options or less than the Market Price of the Common
Shares determined as of the date of granting such rights or
options, as the case may be, then the total maximum number of
Common Shares issuable upon the exercise of such rights or
options or upon conversion or exchange of all such Convertible
Securities issuable upon the exercise of such rights or options
shall be deemed to be outstanding as of the date of the granting
of such rights or options and to have been issued for such price
per share, with the effect on the Exercise Price specified in
Section 2(a). Except as provided in subparagraph (C), no further
adjustment of the Exercise Price shall be made upon the actual
issue of such Common Shares or of such Convertible Securities
upon exercise of such
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rights or options or upon the actual issue of such Common Shares
upon conversion or exchange of such Convertible Securities.
(B) Issuance of Convertible Securities. In case at any time
after the date hereof the Company shall in any manner issue
(whether directly or by assumption in a merger or otherwise) or
sell any Convertible Securities, whether or not the right to
exchange or convert thereunder is immediately exercisable, and
the price per share for which Common Shares are issuable upon
such conversion or exchange (determined by dividing (i) the total
amount, if any, received or receivable by the Company as
consideration for the issue or sale of such Convertible
Securities, plus the minimum aggregate amount of additional
consideration, if any, payable to the Company upon the conversion
or exchange thereof, by (ii) the total maximum number of Common
Shares issuable upon the conversion or exchange of all such
Convertible Securities) shall be less than the Exercise Price in
effect immediately prior to the time of such issue or sale, or
less than the Market Price of the Common Shares determined as of
the date of such issue or sale of such Convertible Securities, as
the case may be, then the total maximum number of Common Shares
issuable upon conversion or exchange of all such Convertible
Securities shall be deemed to be outstanding as of the date of
the issue or sale of such Convertible Securities and to have been
issued for such price per share, with the effect on the Exercise
Price specified in Section 2(a); provided, however, that (a)
except as otherwise provided in subparagraph (C), no further
adjustment of the Exercise Price shall be made upon the actual
issue of such Common Shares upon conversion or exchange of such
Convertible Securities, and (b) if any such issue or sale of such
Convertible Securities is made upon exercise of any rights to
subscribe for or to purchase or any option to purchase any such
Convertible Securities for which adjustments of the Exercise
Price have been or are to be made pursuant to the provisions of
subparagraph (A), no further adjustment of the Exercise Price
shall be made by reason of such issue or sale.
(C) Change in Option Price or Conversion Rate. Upon the
happening of any of the following events, namely, if the purchase
price provided for in any right or option referred to in
subparagraph (A), the additional consideration, if any, payable
upon the conversion or exchange of any Convertible Securities
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referred to in subparagraphs (A) or (B), or the rateat which any
Convertible Securities referred to in subparagraphs (A) or (B)
are convertible into or exchangeable for Common Shares shall
change (other than under or by reason of provisions designed to
protect against dilution), the Exercise Price then in effect
hereunder shall forthwith be readjusted (increased or decreased,
as the case may be) to the Exercise Price which would have been
in effect at such time had such rights, options or Convertible
Securities still outstanding provided for such changed purchase
price, additional consideration or conversion rate, as the case
may be, at the time initially granted, issued or sold. On the
expiration of any such option or right referred to in
subparagraph (A), or the termination of any such right to convert
or exchange any such Convertible Securities referred to in
subparagraphs (A) or (B), the Exercise Price then in effect
hereunder shall forthwith be readjusted (increased or decreased,
as the case may be) to the Exercise Price which would have been
in effect at the time of such expiration or termination had such
right, option or Convertible Securities, to the extent
outstanding immediately prior to such expiration or termination,
never been granted, issued or sold, and the Common Shares
issuable thereunder shall no longer be deemed to be outstanding.
If the purchase price provided for in any such right or option
referred to in subparagraph (A) or the rate at which any
Convertible Securities referred to in subparagraphs (A) or (B)
are convertible into or exchangeable for Common Shares shall be
reduced at any time under or by reason of provisions with respect
thereto designed to protect against dilution, then in case of the
delivery of Common Shares upon the exercise of any such right or
option or upon conversion or exchange of any such Convertible
Securities, the Exercise Price then in effect hereunder shall, if
not already adjusted, forthwith be adjusted to such amount as
would have obtained had such right, option or Convertible
Securities never been issued as to such Common Shares and had
adjustments been made upon the issuance of the Common Shares
delivered as aforesaid, but only if as a result of such
adjustment the Exercise Price then in effect hereunder is thereby
reduced.
(D) Stock Dividends. In case at any time the Company shall
declare a dividend or make any other distribution upon any class
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or series of stock of the Company payable in Common Shares or
Convertible Securities, any Common Shares or Convertible
Securities, as the case may be, issuable in payment of such
dividend or distribution shall be deemed to have been issued or
sold without consideration with the effect on the Exercise Price
specified in Section 2(a).
(E) Consideration for Stock. In case at any time Common
Shares or Convertible Securities or any rights or options to
purchase any such Common Shares or Convertible Securities shall
be issued or sold for cash, the consideration therefor shall be
deemed to be the amount received by the Company therefor, after
deduction therefrom of any expenses incurred or any underwriting
commissions or concessions paid or allowed by the Company in
connection therewith. In case at any time any Common Shares,
Convertible Securities or any rights or options to purchase any
such Common Shares or Convertible Securities shall be issued or
sold for consideration other than cash, the amount of the
consideration other than cash received by the Company shall be
deemed to be the fair value of such consideration, as determined
reasonably and in good faith by the Board of Directors of the
Company, after deduction of any expenses incurred or any
underwriting commissions or concessions paid or allowed by the
Company in connection therewith. In case at any time any Common
Shares, Convertible Securities or any rights or options to
purchase any Common Shares or Convertible Securities shall be
issued in connection with any merger or consolidation in which
the Company is the surviving corporation, the amount of
consideration received therefor shall be deemed to be the fair
value, as determined reasonably and in good faith by the Board of
Directors of the Company, of such portion of the assets and
business of the nonsurviving corporation as such Board of
Directors may determine to be attributable to such Common Shares,
Convertible Securities, rights or options, as the case may be. In
case at any time any rights or options to purchase any shares of
Common Stock or Convertible Securities shall be issued in
connection with the issue and sale of other securities of the
Company, together comprising one integral transaction in which no
consideration is allocated to such rights or options by the
parties thereto, such rights or options shall be deemed to have
been issued without consideration. In the event of any
consolidation or merger of the Company in which stock or
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securities of another corporation or other entity are issued in
exchange for Common Stock of the Company or in the event of any
sale of all or substantially all of the assets of the Company for
stock or other securities of any corporation or other entity, the
Company shall be deemed to have issued a number of shares of its
Common Stock for stock or securities of the other corporation or
other entity computed on the basis of the actual exchange ratio
on which the transaction was predicated and for a consideration
equal to the fair market value on the date of such transaction of
such stock or securities of the other corporation or other
entity, and if any such calculation results in the adjustment of
the Exercise Price, the determination of the number of shares of
Common Stock receivable upon exercise of this Warrant Certificate
immediately prior to such merger, consolidation or sale, for
purposes of Section 2(c), shall be made after giving effect to
such adjustment of the Exercise Price.
(F) Record Date. In case the Company shall take a record of
the holders of its Common Shares for the purpose of entitling
them (i) to receive a dividend or other distribution payable in
Common Shares or Convertible Securities, or (ii) to subscribe for
or purchase Common Shares or Convertible Securities, then such
record date shall be deemed to be the date of the issue or sale
of the Common Shares or Convertible Securities deemed to have
been issued or sold as a result of the declaration of such
dividend or the making of such other distribution or the date of
the granting of such right of subscription or purchase, as the
case may be.
(G) Treasury Shares. The number of Common Shares outstanding
at any given time shall not include shares owned or held by or
for the account of the Company, and the disposition of any such
shares shall be considered an issue or sale of Common Shares for
the purposes of Section 2(a).
(H) Definition of Market Price. The term "Market Price"
shall mean, for any day, the last sale price for the Common
Shares on the principal securities exchange on which the Common
Shares are listed or admitted to trading, or, if not so listed or
admitted to trading on any securities exchange, the last sale
price for the Common Shares on the National Association of
Securities Dealers National Market System, or, if the Common
Shares shall not be listed on such system, the NASDAQ Small Cap
Market, or, if the Common Shares shall not be listed
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on such market, the average of the closing bid and asked prices
in the over-the-counter market, in each such case, unless
otherwise provided herein, averaged over a period of 20
consecutive business days prior to the day as of which the Market
Price is being determined. If at any time the Common Shares are
not listed on any such exchange, such system or such market or
quoted in the over-the-counter market, the Market Price of the
Common Shares shall be deemed to be the higher of (i) the book
value thereof, as determined in accordance with generally
accepted accounting principles consistent with those then being
applied by the Company, by any firm of independent certified
public accountants (which may be the regular auditors of the
Company) of recognized national standing selected by the Board of
Directors of the Company, as of the last day of the month ending
within 31 days preceding the date as of which the determination
is to be made, and (ii) the fair value thereof, as determined in
good faith by an independent brokerage firm, Standard & Poor's
Corporation or ▇▇▇▇▇'▇ Investors Service, as of a date which is
within 15 days preceding the date as of which the determination
is to be made.
(I) Certain Acquisitions. Anything herein to the contrary
notwithstanding, in case at any time after the date hereof the
Company shall issue any Common Shares or Convertible Securities,
or any rights or options to purchase any Common Shares or
Convertible Securities, in connection with the acquisition by the
Company of the stock or assets of any other corporation or other
entity or the merger of any other corporation or other entity
with and into the Company under circumstances where on the date
of the issuance of such Common Shares or Convertible Securities,
or such rights or options, the consideration received for such
Common Shares or deemed to have been received for the Common
Shares into which such Convertible Securities are convertible or
for which such rights or options are exercisable is less than the
Market Price of the Common Shares, but on the date the number of
Common Shares or Convertible Securities, or in the case of
Convertible Securities other than stock, the aggregate principal
amount of Convertible Securities, or the number of such rights or
options was determined (as set forth in a binding agreement
between the Company and the other party to the transaction) the
consideration received for such Common Shares or deemed to have
been received for the Common Shares into which such Convertible
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Securities are convertible or for which such rights or options
are exercisable would not have been less than the Market Price of
the Common Shares, such Common Shares shall not be deemed to have
been issued for less than the Market Price of the Common Shares.
(b) Subdivision or Combination of Stock. In case the Company shall at
any time subdivide its outstanding Common Shares into a greater number of
shares, the Exercise Price in effect immediately prior to such subdivision shall
be proportionately reduced, and conversely, in case the outstanding Common
Shares of the Company shall be combined into a smaller number of shares, the
Exercise Price in effect immediately prior to such combination shall be
proportionately increased.
(c) Reorganization, Reclassification, Consolidation, Merger. If any
capital reorganization, reclassification of the capital stock of the Company,
consolidation or merger of the Company with another corporation or other entity,
or sale, transfer or other disposition of all or substantially all of the
Company's properties to another corporation or other entity shall be effected,
then, as a condition of such reorganization, reclassification, consolidation,
merger, sale, transfer or other disposition, lawful and adequate provision shall
be made whereby each holder of Warrants shall thereafter have the right to
purchase and receive upon the basis and upon the terms and conditions herein
specified and in lieu of the Common Shares immediately theretofore issuable upon
exercise of the Warrants, such shares of stock, securities or properties as may
be issuable or payable with respect to or in exchange for a number of
outstanding Common Shares equal to the number of Common Shares immediately
theretofore issuable upon exercise of the Warrants, had such reorganization,
reclassification, consolidation, merger, sale, transfer or other disposition not
taken place, and in any such case appropriate provision shall be made with
respect to the rights and interests of each holder of Warrants to the end that
the provisions hereof (including, without limitation, provision for adjustment
of the Exercise Price) shall thereafter be applicable, as nearly equivalent as
may be practicable in relation to any shares of stock, securities or properties
thereafter deliverable upon the exercise thereof. The Company shall not effect
any such consolidation, merger, sale, transfer or other disposition, unless
prior to or simultaneously with the consummation thereof the successor
corporation or other entity, if other than the Company, resulting from such
consolidation or merger, or the corporation or other entity purchasing or
otherwise acquiring such properties shall assume, by written instrument executed
and mailed or delivered to the holders of Warrants at the last address of such
holders appearing on the books of the Company, the obligation to deliver to such
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holders such shares of stock, securities or properties, in accordance with the
foregoing provisions, as such holders may be entitled to acquire. The above
provisions of this subparagraph 2(c) shall similarly apply to successive
reorganizations, reclassifications, consolidations, mergers, sales, transfers,
or other dispositions.
(d) Liquidating Dividends. In case at any time the Company shall
distribute pro rata to all holders of its Common Shares evidences of its
indebtedness or assets (excluding cash dividends or cash distributions paid out
of retained earnings or retained surplus) then, forthwith upon such
distribution, the Exercise Price shall be reduced by the fair market value of
the evidences of indebtedness or assets so distributed applicable to one Common
Share (as conclusively determined by an investment banking firm designated by a
majority in interest of the holders of Warrants; it being understood that the
fees of such investment banking firm shall be borne by the Company).
(e) Notice of Determination. Except as otherwise provided herein, upon
any adjustment of the Exercise Price, then and in each such case the Company
shall promptly obtain the certification of a firm of independent certified
public accountants (which may be the regular auditors of the Company) of
recognized national standing selected by the Company's Board of Directors, which
certification shall state the Exercise Price resulting from such adjustment and
the increase or decrease, if any, in the number of Common Shares issuable upon
exercise of the Warrants held by each holder of Warrants, setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based. The Company shall promptly mail a copy of such
accountants' certification to each holder of Warrants.
(f) Intent of Provisions. If any event occurs as to which, in the
opinion of the Board of Directors of the Company, the other provisions of this
Section 2 are not strictly applicable or if strictly applicable, would not
fairly protect the rights of the holders of the Warrants in accordance with the
essential intent and principles of such provisions, then such Board of Directors
shall appoint a firm of independent certified public accountants (which may be
the regular auditors of the Company) of recognized national standing, which
shall give their opinion upon the adjustment, if any, on a basis consistent with
such essential intent and principles, necessary to preserve, without dilution,
the rights of the holders of Warrants. Upon receipt of such opinion by the Board
of Directors of the Company, the Company shall forthwith make the adjustments
described therein; provided, however, that no such adjustment pursuant to this
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Section 2(f) shall have the effect of increasing the Exercise Price as otherwise
determined pursuant to the other provisions of this Section 2 except in the
event of a combination of shares of the type contemplated in Section 2(b) and
then in no event to an amount larger than the Exercise Price as adjusted
pursuant to Section 2(b).
3. Other Notices. If at any time prior to the expiration of the
Warrants evidenced hereby:
(a) The Company shall declare any dividend on the Common Shares
payable in shares of capital stock of the Company, cash or other
property; or
(b) The Company shall authorize the issue of any options,
warrants or rights pro rata to all holders of Common Shares entitling
them to subscribe for or purchase any shares of stock of the Company
or to receive any other rights; or
(c) The Company shall authorize the distribution pro rata to all
holders of Common Shares of evidences of its indebtedness or assets
(excluding cash dividends or cash distributions paid out of retained
earnings or retained surplus); or
(d) There shall occur any reclassification of the Common Shares,
or any consolidation or merger of the Company with or into another
corporation or other entity (other than a consolidation or merger in
which the Company is the continuing corporation and which does not
result in any reclassification of the Common Shares) or a sale or
transfer to another corporation or other entity of all or
substantially all of the properties of the Company; or
(e) There shall occur the voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Company;
then, and in each of such cases, the Company shall deliver to the registered
holder hereof at its last address appearing on the books of the Company, as
promptly as practicable but in any event at least 15 days prior to the
applicable record date (or determination date) mentioned below, a notice
stating, to the extent such information is available, (i) the date on which a
record is to be taken for the purpose of such dividend, distribution or rights,
or, if a record is not to be taken, the date as of which the holders of Common
Shares of record to be entitled to such dividend, distribution or rights are to
be determined, or (ii) the date on which such reclassification, consolidation,
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merger, sale, transfer, liquidation, dissolution or winding up is expected to
become effective and the date as of which it is expected that holders of Common
Shares of record shall be entitled to exchange their Common Shares for
securities or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer, liquidation, dissolution or winding up.
4. Representations and Warranties of the Company. The Company
represents and warrants to and covenants with the registered holder hereof as
follows:
(a) The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware, is duly qualified
and in good standing under the laws of any foreign jurisdiction where the
failure to be so qualified would have a material adverse effect on its ability
to perform its obligations under the Warrants evidenced by this Warrant
Certificate and it has full corporate power and authority to issue the Warrants
and to carry out the provisions of the Warrants evidenced by this Warrant
Certificate.
(b) The issuance, execution and delivery of this Warrant
Certificate has been duly authorized by all necessary corporate action on the
part of the Company and each of the Warrants evidenced by this Warrant
Certificate constitutes the valid and legally binding obligation of the Company,
enforceable against it in accordance with the terms hereof, except as such
enforceability may be limited by bankruptcy, insolvency or other laws affecting
generally the enforceability of creditors' rights, by general principles of
equity and by limitations on the availability of equitable remedies.
(c) Neither the execution and delivery of the Warrants evidenced
by this Warrant Certificate by the Company, nor compliance by the Company with
the provisions hereof, violates any provision of its Certificate of
Incorporation or By-Laws, as amended, or any law, statute, ordinance,
regulation, order, judgment or decree of any court or governmental agency, or
conflicts with or will result in any breach of the terms of or constitute a
default under or result in the termination of or the creation of any lien
pursuant to the terms of any agreement or instrument to which the Company is a
party or by which it or any of its properties is bound.
5. Company to Provide Stock. The Company covenants and agrees that all
shares of capital stock of the Company which may be issued upon the exercise of
the Warrants evidenced hereby will be duly authorized, validly issued and fully
paid and nonassessable and free from all taxes, liens and charges with respect
14
to the issue thereof to the registered holder hereof. The Company further
covenants and agrees that during the period within which the Warrants evidenced
hereby may be exercised, the Company will at all times reserve such number of
shares of its capital stock as may be sufficient to permit the exercise in full
of the Warrants evidenced hereby.
6. Registered Holder. The registered holder of this Warrant
Certificate shall be deemed the owner hereof and of the Warrants evidenced
hereby for all purposes. The registered holder of this Warrant Certificate shall
not be entitled by virtue of ownership of this Warrant Certificate to any rights
whatsoever as a shareholder of the Company.
7. Transfer. This Warrant Certificate and the Warrants evidenced
hereby may be sold, transferred, pledged, hypothecated or otherwise disposed of;
provided that this Warrant Certificate and the Warrants evidenced hereby may not
be sold, transferred, pledged, hypothecated or otherwise disposed of unless, in
the opinion of counsel reasonably satisfactory to the Company, such transfer
would not result in a violation of the provisions of the Securities Act. Any
transfer of this Warrant Certificate and the Warrants evidenced hereby, in whole
or in part, shall be effected upon surrender of this Warrant Certificate, duly
endorsed (unless endorsement is waived by the Company), at the principal office
or agency of the Company referred to in Section 1 hereof. If all of the Warrants
evidenced hereby are being sold, transferred, pledged, hypothecated or otherwise
disposed of, the Company shall issue a new Warrant Certificate registered in the
name of the appropriate transferee(s). If less than all of the Warrants
evidenced hereby are being sold, transferred, pledged, hypothecated or otherwise
disposed of, the Company shall issue new Warrant Certificates, in each case in
the appropriate number of Warrants, registered in the name of the registered
holder hereof and the transferee(s), as applicable. Any Common Shares of the
Company issued upon any exercise hereof may not be sold, transferred, pledged,
hypothecated or otherwise disposed of unless, in the opinion of counsel
reasonably satisfactory to the Company, such transfer would not result in a
violation of the Securities Act. Each taker and holder of this Warrant
Certificate, the Warrants evidenced hereby and any shares of capital stock of
the Company issued upon exercise of any such Warrants, by taking or holding the
same, consents to and agrees to be bound by the provisions of this Section 7. *
* *
15
IN WITNESS WHEREOF, RAMSAY HEALTH CARE, INC. has caused this Warrant
Certificate to be signed by a duly authorized officer and this Warrant
Certificate to be dated September 10, 1996.
RAMSAY HEALTH CARE, INC.
By
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
FORM OF EXERCISE
(to be executed by the registered holder hereof)
The undersigned hereby exercises ____ Warrants to subscribe for and
purchase shares of common stock, par value $.01 ("Common Shares"), of RAMSAY
HEALTH CARE, INC. evidenced by the within Warrant Certificate and herewith makes
payment of the purchase price in full. Kindly issue certificates for the Common
Shares in accordance with the instructions given below. The certificate for the
unexercised balance of the Warrants evidenced by the within Warrant Certificate,
if any, will be registered in the name of the undersigned.
Dated:
Instructions for registration of shares
Name (please print)
Social Security or Other Identifying
Number:
Address:
Street
City, State and Zip Code