EXHIBIT 10.01
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As a result of the Merger between Telor Ophthalmic Pharmaceuticals, Inc.
("Telor") and Occupational Health + Rehabilitation Inc pursuant to which Telor
was the surviving corporation and changed its name to "Occupational Health +
Rehabilitation Inc," this warrant now entitles the holder to purchase 4,195
shares of common stock of Occupational Health + Rehabilitation Inc at an
exercise price of $8.83 per share.
OCCUPATIONAL HEALTH, INC.
COMMON STOCK PURCHASE WARRANT
The Transferability of this Warrant Is
Restricted as Provided in Article 3
___________________________, or any assignee, transferee or other
holder of this Warrant (a "holder") hereby is granted the right to purchase, at
any time from July 1, 1997 until 5:00 p.m., Providence, Rhode Island time, on
August 31, 1997, Up to 29,630 fully paid and non-assessable shares of the Common
Stock, par value $.01 per share (the "Common Stock"), of Occupational Health,
Inc., a Delaware corporation (the "Company"), provided, however, that the
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Company may exercise its "call", as more fully described in Section 11(a)
hereof, prior to the date on which the holder is entitled to exercise this
Warrant or at any time thereafter.
This Warrant has been issued to the Holder at a purchase price of
$.05 per Share for a total purchase price of $1,481.50, the receipt of which is
hereby acknowledged, and is exercisable at a price (the "Purchase Price") of
$1.25 per share of Common Stock issuable hereunder payable in cash or by check,
subject to adjustment as provided in Article 5 hereof. Upon surrender of this
Warrant with the annexed Subscription Form duly executed, together with payment
of the Purchase Price (as hereinafter defined) for the shares of Common Stock
purchased, at the Company's principal executive offices (presently located at
588 Pawtucket Avenue, Pawtucket, Rhode Island 02860), the holder shall be
entitled to receive a certificate or certificates for the shares of Common Stock
so purchased.
1. Exercise of Warrant.
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The purchase rights represented by this Warrant are exercisable at
the option of the holder hereof, in whole or in part (but not as to fractional
shares of the Common Stock), during any period in which this Warrant may be
exercised as set forth above. In the case of the purchase of less than all the
shares of Common Stock purchasable under this Warrant, the Company shall cancel
this Warrant upon the surrender hereof and shall execute and deliver a new
Warrant of like tenor for the balance of the shares of Common Stock purchasable
hereunder.
2. Issuance of Stock Certificates.
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The issuance of certificates for shares of Common Stock upon the
exercise of this Warrant shall be made without charge to the holder hereof
including, without limitation, any tax which may be payable in respect thereof,
and such certificates shall (subject to the provisions of Article 3 hereof) be
issued in the name of, or in such names as may be directed by, the holder
hereof; provided, however, that the Company shall not be required to pay any tax
which may be payable in respect of any transfer involved in the issuance and
delivery of any such certificate in a name other than that of the holder and the
Company shall not be required to issue or deliver such certificates unless or
until the person or persons requesting the issuance thereof shall have paid to
the Company the amount of such tax or shall have established to the satisfaction
of the Company that such tax has been paid.
3. Restriction on Transfer of Warrant.
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3.1 The holder shall not transfer, sell or otherwise dispose of this
Warrant in any transaction except within the purview of the Securities Act of
1933, as amended (the "Act") and in compliance therewith.
3.2 Unless the shares of Common Stock issuable upon exercise of this
Warrant (the "Warrant Shares") may, at the time of the exercise of this Warrant,
be lawfully resold in accordance with a then currently effective registration
statement or post-effective amendment to a registration statement under the Act,
the Company may require, as a condition to the delivery of any Warrant Shares to
be issued upon exercise of this Warrant:
(a) that the Company receive an appropriate investment letter
evidencing that the holder or his/her permitted assignee is acquiring such
Warrant Shares for investment and not with a view to the distribution or public
offering of all or any portion thereof, or any interest therein, and an
agreement to the effect that the holder or his/her permitted assignee shall make
no sale or other disposition of such Warrant Shares unless and until: (i) the
Company shall have received an opinion of legal counsel to the holder or his/her
permitted assignee (in form and substance satisfactory to the Company) to the
effect that such sale or other disposition may be made without registration
under the then applicable provisions of the Act and the rules and regulations of
the Securities and Exchange Commission thereunder; or (ii) such Warrant Shares
shall thereafter be included in a currently effective registration statement or
post-effective amendment to a registration statement under the Act; and
(b) that the certificate or certificates issued to evidence
such Warrant Shares bear an appropriate legend indicating such securities law
restrictions on the further sale or other disposition thereof.
(c) that the Holder execute a copy of the company's
Stockholders Agreement, substantially in the form of the Stockholders Agreement
(the "Stockholders Agreement") dated as of June 30, 1992, previously circulated
to the holder, and in the form of Exhibit A hereto, imposing certain additional
restrictions on the transferability of the Warrant Shares.
4. Price.
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4.1 Initial and Adjusted Purchase Price. The initial Purchase Price
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shall be $1.25 per share of Common Stock. The adjusted purchase price shall be
the price which shall result from time to time from any and all adjustments of
the initial purchase price in accordance with the provisions of Article 5
hereof.
4.2 Purchase Price. The term "Purchase Price" herein shall mean the
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initial purchase price or the adjusted purchase price, depending upon the
context.
5. Adjustments of Purchase Price and Number of Shares.
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5.1 Subdivision and Combination. In case the Company shall at any
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time subdivide or combine the outstanding shares of Common Stock, the Purchase
Price shall forthwith be proportionately decreased in the case of subdivision or
increased in the case of combination.
5.2 Adjustment in Number of Shares. Upon each adjustment of the
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Purchase Price pursuant to the provisions of this Article 5, the number of
shares of Common Stock issuable upon the exercise of each Warrant shall be
adjusted to the nearest full share by multiplying the Purchase Price in effect
immediately prior to such adjustment by the number of shares of Common Stock
issuable upon exercise of the Warrant immediately prior to such adjustment and
dividing the product so obtained by the adjusted Purchase Price.
5.3 Reclassification, Consolidation, Merger, etc. In case of any
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reclassification or change of the outstanding shares of Common Stock (other than
a change in par value to no par value, or from no par value to par value, or as
a result of a subdivision or combination), or in the case of any consolidation
of the Company with, or merger of the Company into, another corporation (other
than a consolidation or merger in which the Company is the surviving corporation
and which does not result in any reclassification or change of the outstanding
shares of Common Stock, except a change as a result of a subdivision or
combination of such shares or a change in par value, as aforesaid), or in the
case of a sale or conveyance to another corporation of the property of the
Company as an entirety, the holder of this Warrant shall thereafter have the
right to purchase the kind and number of shares of stock and other securities
and property receivable upon such reclassification, change, consolidation,
merger, sale of conveyance at a price equal to the product of (x) the number of
shares issuable upon exercise of this Warrant and (y) the Purchase Price in
effect immediately prior to the record date for such reclassification, change,
consolidation, merger, sale or conveyance as if such holder had exercised this
Warrant.
5.4 No Adjustment of Purchase Price in Certain Cases. No adjustment
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of the Purchase Price shall be made:
(a) Upon the issuance or sale of the Warrants or the Warrant
Shares; or
(b) Upon the issuance or sale of shares of Common Stock or upon
the issuance or exercise of options, rights or warrants, or upon the conversion
or exchange of convertible or exchangeable securities; or
(c) If the amount of said adjustment shall be less than 10
cents per share; provided, however, that in such case any adjustment that would
otherwise be required then to be made shall be carried forward and shall be made
at the time of and together with the next subsequent adjustment which, together
with any adjustment so carried forward, shall amount to at least 10 cents per
share.
6. Registration Rights.
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6.1 Piggyback Registration. If, at any time commencing on the date
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hereof and expiring five (5) years after the date hereof the Company proposes to
register any of its securities under the Securities Act of 1933, as amended (the
"Act") (other than in connection with a merger, acquisition or employee stock
option or other benefit plan), it will give written notice, at least thirty (30)
days prior to the filing of each such registration statement, to holder of its
intention to do so. If holder notifies the Company within twenty (20) days after
receipt of any such notice of its desire to include the Warrant Shares in such
proposed registration statement, the Company shall afford holder the opportunity
to have the Warrant Shares registered under such registration statement;
provided, however, if in the written opinion of the managing underwriter, if
any, of the offering to be made pursuant to the proposed registration statement,
the registration of all or a portion of the Warrant Shares pursuant to the
proposed registration statement would have an adverse effect on the offering,
then the Company may exclude the Warrant Shares from such registration
statement.
Notwithstanding the provisions of this Section 6.1, the Company shall
have the right at any time after it shall have given written notice pursuant to
this Section 6.1 (irrespective of whether a written request for inclusion of
Warrant Shares shall have been made) to elect not to file any such proposed
registration statement, or to withdraw the same after the filing but prior to
the effective date thereof.
6.2 Covenant of the Company with Respect to Registration.
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In connection with any registration under Section 6.1 hereof, the Company agrees
to use its best efforts to have any registration statement declared effective at
the earliest possible time, and shall furnish such number of prospectuses as
shall reasonably be requested by the holder.
7. Exchange and Replacement of Warrant.
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This Warrant is exchangeable, without expense, upon the surrender
hereof by the registered holder at the principal executive office of the
Company, for a new Warrant of like tenor and date representing in the aggregate
the right to purchase the same number of shares as are purchasable hereunder in
such denominations as shall be designated by the registered holder hereof at the
time of such surrender.
Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction or mutilation of this Warrant, and in case of
loss, theft or destruction, of
indemnity or security reasonably satisfactory to it, and reimbursement to the
Company of all reasonable expenses incidental thereto, and upon surrender and
cancellation of this Warrant, if mutilated, the Company will make and deliver a
new Warrant of like tenor, in lieu of this Warrant.
8. Elimination of Fractional Interests.
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The Company shall not be required to issue stock certificates
representing fractions of shares of Common Stock, nor shall it be required to
issue scrip or pay cash in lieu of fractional interests, it being the intent of
the parties that all fractional interests shall be eliminated.
9. Reservation of Shares.
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The Company shall at all times reserve and keep available out of its
authorized shares of Common Stock, solely for the purpose of issuance upon the
exercise of this Warrant, such number of shares of Common Stock as shall be
issuable upon the exercise hereof. The Company covenants and agrees that, upon
exercise of this Warrant and payment of the Purchase Price therefor, all shares
of Common Stock issuable upon such exercise shall be duly and validly issued,
fully paid and non-assessable.
10. Notices to Warrant Holders.
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Nothing contained in this Warrant shall be construed as conferring
upon the holder hereof the right to vote or to consent or to receive notice as a
shareholder in respect of any meetings of shareholders for the election of
directors or any other matter, or as having any rights whatsoever as a
shareholder of the Company. If, however, at any time prior to the expiration of
the Warrant and prior to its exercise, any of the following events shall occur:
(a) The Company shall take a record of the holders of its shares of
Common Stock for the purpose of entitling them to receive a dividend or
distribution payable otherwise than in cash, or a cash dividend or distribution
payable otherwise than out of current or retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the books of the
Company; or
(b) The Company shall offer to the holders of its Common Stock any
additional shares of capital stock of the Company or securities convertible into
or exchangeable for shares of capital stock of the Company, or any option, right
or warrant to subscribe therefor; or
(c) A dissolution, liquidation or winding up of the Company (other
than in connection with a consolidation or merger) or a sale of all or
substantially all of its property, assets and business as an entirety shall be
proposed;
then, in any one or more of said events, the Company shall give written notice
of such event at least fifteen (15) days prior to the date fixed as a record
date or the date of closing the transfer books for the determination of the
shareholders entitled to such dividend, distribution, convertible or
exchangeable securities or subscription rights, or entitled to vote on such
proposed dissolution, liquidation, winding up or sale. Such notice shall specify
such record date or the date of closing the transfer books, as the case may be.
11. Call Agreement.
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(a) Subject to all of the provisions of Section 11 hereof, the
Company shall be entitled in its sole discretion, upon at least 30 days' notice
to the holder hereof or to the holder of Warrant Stock, to purchase all, but not
less than all, of the Warrants and the Warrant Stock, at any time on or after
June 1, 1997, but before August 31, 1997, at the Repurchase Price as defined in
the Stockholders Agreement for the Common Stock purchasable with this Warrant or
part thereof, or of such Warrant Stock, as the case may be, less the aggregate
unpaid exercise price in the case of Warrants, purchased by the Company pursuant
to the provisions of this Section 11, allocated among the holders of Warrants
and Warrant Stock pro-rata as their interests may appear.
(b) Promptly after giving notice pursuant to subsection 11(a)
above, the Company, at its own expense, shall compute the Repurchase Price, as
of the latest practical date, pursuant to Exhibit A of the Stockholders
Agreement. Any purchase of the Warrants or Warrant Shares shall take place at
the offices of the Company pursuant to the provisions of the Stockholders
Agreement.
12. Control Offers.
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If a so called "Control Offer" as defined in the Stockholders
Agreement is given, then the holders of this Warrant shall be entitled to the
benefits of and shall be obligated by the provisions of Section 5 of the
Stockholders Agreement, provided they tender payment of purchase price of the
Warrant, against surrender thereof in respect of any closing of transactions
contemplated by Section 5 of the Stockholders Agreement.
13. Notices.
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All notices, requests, consents and other communications hereunder
shall be in writing and shall be deemed to have been duly made when delivered,
or mailed by registered or certified mail, return receipt requested:
(a) If to the registered holder of this Warrant, to the address
of such holder as shown on the books of the Company; or
(b) If to the Company, to the address set forth on the first
page of this Warrant.
14. Successors.
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Any holder may assign its rights hereunder to its stockholders upon
its liquidation or dissolution, provided such assignee agrees in writing to be
bound by all of the terms and provisions of this Common Stock Purchase Warrant.
All the covenants, agreements, representations and warranties contained in this
Warrant shall bind the parties hereto and their respective heirs, personal
representatives, successors and assigns.
15. Headings.
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The Article and Section headings in this Warrant are inserted for
purposes of convenience only and shall have no substantive effect.
16. Law Governing.
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This Warrant is delivered in the State of Rhode Island and shall be
construed and enforced in accordance with, and governed by, the laws of the
State of Delaware.
WITNESS the seal of the Company and the signature of its duly
authorized Chairman of the Board and President.
OCCUPATIONAL HEALTH, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
SUBSCRIPTION FORM
____________________, 19___
TO: OCCUPATIONAL HEALTH, INC.
The undersigned hereby irrevocably elects to exercise the attached
Common Stock Purchase Warrant to the extent of ________________ Shares of Common
Stock of OCCUPATIONAL HEALTH, INC and hereby makes payment of $____________ in
payment of the purchase price thereof.
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name:
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(Please typewrite or print in block letters)
Address:
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By:
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Holders of OH+R Warrants
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Each person named below holds a warrant to purchase 4,195 shares of the
registrant's common stock at an exercise price of $8.83 per share.
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