Exhibit 4.3
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THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD
OR OTHERWISE TRANSFERRED UNLESS IT IS REGISTERED UNDER SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS
AVAILABLE THEREUNDER.
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Date: ▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇▇▇▇▇ TO PURCHASE
180,000 SHARES OF COMMON STOCK OF
INTEGRA LIFESCIENCES CORPORATION
Void after 5:00 P.M. (Eastern Time) on the
Expiration Date (as defined herein)
THIS CERTIFIES that QUANTUM INDUSTRIAL PARTNERS LDC (the "Warrant
Holder"), or registered assigns, is entitled to purchase from INTEGRA
LIFESCIENCES CORPORATION (the "Company"), a Delaware corporation, at any time
after the date hereof and until 5:00 P.M. (Eastern Time) on the Expiration Date,
ONE HUNDRED EIGHTY THOUSAND fully paid and nonassessable shares of Common Stock
of the Company, $.01 par value per share (the "Common Stock"), at a purchase
price of $3.82 per share, in each case subject to adjustment as provided in
Section 6 hereof.
1. Definitions. For the purpose of this Warrant:
(a) "Expiration Date" shall mean March 28, 2001.
(b) "Warrant Price" shall mean the price per share at which
shares of Common Stock of the Company are purchasable hereunder, as such price
may be adjusted from time to time hereunder.
(c) "Warrant Shares" shall mean the Common Stock purchased
upon exercise of Warrants.
(d) "Warrants" shall mean this original Warrant to purchase
Common Stock of the Company and any and all Warrants which are issued in
exchange or substitution for the Warrant pursuant to the terms of that Warrant.
2. Method of Exercise of Warrants. This Warrant may be exercised at any
time and from time to time after the date hereof and prior to 5:00 P.M. (Eastern
Time) on the Expiration Date, in whole or in part (but not as to fractional
shares), by the surrender of the Warrant, manually or by facsimile transmission,
with the Purchase Agreement attached hereto as Exhibit A properly completed and
duly executed, at the principal office of the Company at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, facsimile number (▇▇▇) ▇▇▇-▇▇▇▇, or such other
location which shall at that time be the principal office of the Company (the
"Principal Office"), and upon payment to it by certified check or bank draft or
wire transfer of immediately available funds to the order of the Company of the
purchase price for the shares to be purchased upon such exercise. The person
entitled to the shares so purchased shall be treated for all purposes as the
holder of such shares as of the close of business on the date of exercise and
certificates for the shares of stock so purchased shall be delivered to the
person so entitled within a reasonable time, not exceeding thirty (30) days,
after such exercise. Unless this Warrant has expired, a new Warrant of like
tenor and for such number of shares as the holder of this Warrant shall direct,
representing in the aggregate the right to purchase a number of shares with
respect to which this Warrant shall not have been exercised, shall also be
issued to the holder of this Warrant within such time.
3. Exchange. This Warrant is exchangeable, upon the surrender hereof by
the holder hereof at the Principal Office of the Company, for new Warrants of
like tenor registered in such holder's name and representing in the aggregate
the right to purchase the number of shares purchasable under the Warrant being
exchanged, each of such new Warrants to represent the right to subscribe for and
purchase such number of shares as shall be designated by said holder at the time
of such surrender.
4. Transfer. Subject to restrictions on transfer set forth herein, this
Warrant is transferable, in whole or in part, at the Principal Office of the
Company by the holder hereof, in person or by duly authorized attorney, upon
presentation of this Warrant, properly endorsed, for transfer. Each holder of
this Warrant, by holding it, agrees that the Warrant, when endorsed in blank,
may be deemed negotiable, and that the holder hereof, when the Warrant shall
have been so endorsed, may be treated by the Company and all other persons
dealing with the Warrant as the absolute owner hereof for any purpose and as the
person entitled to exercise the rights represented by the Warrant, or to the
transfer thereof on the books of the Company, any notice to the contrary
notwithstanding.
5. Certain Covenants of the Company. The Company covenants and agrees
that all shares which may be issued upon the exercise of this Warrant will, upon
issuance, be duly authorized and validly issued, fully paid and nonassessable
and free and clear of any liens or encumbrances whatsoever. The Company
covenants and agrees that none of the shares which may be issued upon the
exercise of this Warrant will, upon issuance, be in violation of or subject to
any preemptive rights of any person. The Company further covenants and agrees
that during the period within which the rights represented by this Warrant may
be exercised, the Company will at all times have authorized, and reserved for
the purpose of issue upon exercise of the purchase rights evidenced by this
Warrant, a sufficient number of shares of its Common Stock to provide for the
exercise of the rights represented by this Warrant.
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6. Adjustment of Purchase Price and Number of Shares. The number and
kind of securities purchasable upon the exercise of the Warrants and the Warrant
Price shall be subject to adjustment from time to time upon the happening of
certain events as follows:
(a) Reclassification, Consolidation or Merger. At any time
while the Warrants remain outstanding and unexpired, in case of any
reclassification or change of outstanding securities issuable upon exercise of
the Warrants (other than a change in par value, or from par value to no par
value, or from no par value to par value or as a result of a subdivision or
combination of outstanding securities issuable upon the exercise of the
Warrants) or in case of any consolidation or merger of the Company with or into
another corporation (other than a merger with another corporation in which the
Company is a continuing corporation and which does not result in any
reclassification or change of rights of outstanding securities issuable upon
exercise of the Warrants, other than a change in par value, or from par value to
no par value, or from no par value to par value, or as a result of a subdivision
or combination of outstanding securities issuable upon exercise of the
Warrants), the Company, or such successor corporation, as the case may be,
shall, without payment of any additional consideration therefor, execute new
Warrants providing that the holders of the Warrants shall have the right to
exercise such new Warrants (upon terms not less favorable to the holders than
those then applicable to the Warrants) and to receive upon such exercise, in
lieu of each share of Common Stock or other security theretofore issuable upon
exercise of the Warrants, the kind and amount of shares of stock, other
securities, money or property receivable upon such reclassification, change,
consolidation or merger by the holder of one share of Common Stock or other
security issuable upon exercise of the Warrants had the Warrants been exercised
immediately prior to such reclassification, change, consolidation or merger.
Such new Warrants shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Section
6. The provisions of this subsection 6(a) shall similarly apply to successive
reclassifications, changes, consolidations and mergers.
(b) Subdivision or Combination of Shares. If the Company at
any time while the Warrants remain outstanding and unexpired shall subdivide or
combine its Common Stock, (i) the Warrant Price shall be proportionately
reduced, and the number of shares of Common Stock for which this Warrant may be
exercised shall be proportionately increased, in case of subdivision of such
shares, as of the effective date of such subdivision, or, if the Company shall
take a record of holders of its Common Stock for the purpose of so subdividing,
as of such record date, whichever is earlier, or (ii) the Warrant Price shall be
proportionately increased, and the number of shares of Common Stock for which
this Warrant may be exercised shall be proportionately reduced, in the case of
combination of such shares, as of the effective date of such combination, or, if
the Company shall take a record of holders of its Common Stock for the purpose
of so combining, as of such record date, whichever is earlier.
(c) Stock Dividends. If the Company at any time while the
Warrants remain outstanding and unexpired shall pay a dividend in shares of its
Common Stock, or make other distribution to the holders of Common Stock or of
options, warrants or rights to subscribe for or purchase shares of Common Stock
or of evidences of indebtedness issued by the Company or any other person, then
the Warrant Price shall be adjusted, as of the date the Company shall take a
record of the holders of its Common Stock for the purpose of receiving such
dividend or
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other distribution (or if no such record is taken, as at the date of such
payment or other distribution), to that price determined by multiplying the
Warrant Price in effect immediately prior to such payment or other distribution
by a fraction (i) the numerator of which shall be the total number of shares of
Common Stock outstanding immediately prior to such dividend or distribution, and
(ii) the denominator of which shall be the total number of shares of Common
Stock outstanding immediately after such dividend or distribution (the
"Fraction"), and the number of shares of Common Stock issuable upon exercise of
this Warrant shall be adjusted by multiplying such number by the reciprocal of
the Fraction. The number of shares of Common Stock at any time outstanding shall
not include any shares thereof then directly or indirectly owned or held by or
for the account of the Company or any wholly-owned subsidiary. The provisions of
this subsection 6(c) shall not apply under any of the circumstances for which an
adjustment is provided in subsections 6(a) or 6(b).
(d) Liquidating Dividends, Etc. If the Company at any time
while the Warrants remain outstanding and unexpired makes a distribution of its
assets to the holders of its Common Stock as a dividend in liquidation or by way
of return of capital or other than as a dividend payable out of earnings or
surplus legally available for dividends under applicable law or any distribution
to such holders made in respect of the sale of all or substantially all of the
Company's assets (other than under the circumstances provided for in the
foregoing subsections 6(a) through 6(c)), the Warrant Holder shall be entitled
to receive upon the exercise hereof, in addition to the shares of Common Stock
receivable upon such exercise, and without payment of any consideration other
than the Warrant Price, an amount of such assets so distributed equal to the
value of such distribution per share of Common Stock multiplied by the number of
shares of Common Stock which, on the record date for such distribution, are
issuable upon exercise of this Warrant (with no further adjustment being made
following any event which causes a subsequent adjustment in the number of shares
of Common Stock issuable upon the exercise hereof), and an appropriate provision
therefor shall be made a part of any such distribution. The value of a
distribution which is paid in other than cash shall be determined by an
independent appraiser designated by the Board of Directors of the Company.
(e) Notice of Adjustments. Whenever the Warrant Price or the
number of shares of Common Stock purchasable under the terms of this Warrant at
the Warrant Price shall be adjusted pursuant to this Section 6, the Company
shall promptly prepare a certificate signed by its President or a Vice President
and by its Treasurer or Assistant Treasurer or its Secretary or Assistant
Secretary, setting forth in reasonable detail the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated (including a description of the basis on which the Company's
Board of Directors made any determination hereunder), and the Warrant Price and
number of shares of Common Stock purchasable at that Warrant Price after giving
effect to such adjustment, and shall promptly cause copies of such certificate
to be mailed (by first class and postage prepaid) to the registered holder of
this Warrant.
7. Fractional Shares. No fractional shares of the Company's Common
Stock will be issued in connection with any purchase hereunder but in lieu of
such fractional shares, the Company shall make a cash refund therefor equal in
amount to the product of the applicable
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fraction multiplied by the Warrant Price paid by the holder for its Warrant
Shares upon such exercise.
8. Loss, Theft, Destruction or Mutilation. Upon receipt by the Company
of evidence reasonably satisfactory to it that any Warrant has been mutilated,
destroyed, lost or stolen, and in the case of any destroyed, lost or stolen
Warrant, a bond of indemnity reasonably satisfactory to the Company, or in the
case of a mutilated Warrant, upon surrender and cancellation thereof, the
Company will execute and deliver in the Warrant Holder's name, in exchange and
substitution for the Warrant so mutilated, destroyed, lost or stolen, a new
Warrant of like tenor substantially in the form thereof with appropriate
insertions and variations.
9. Notices. All notices, demands and other communications provided for
or permitted hereunder shall be made in writing and shall be by registered or
certified first class mail, return receipt requested, telecopier, courier
service, overnight mail or personal delivery:
(i) if to the Warrant Holder:
▇▇▇▇▇ Fund Management LLC
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇, Esq.
and a copy to:
▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
1285 Avenue of the Americas
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
(ii) if to the Company:
Integra LifeSciences Corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
President and CEO
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with a copy to:
Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ III, Esq.
All such notices and communications shall be deemed to have been duly
given when hand delivered by hand, if personally delivered; when delivered by
courier or overnight mail, if delivered by commercial courier service or
overnight mail; five (5) business days after being deposited in the mail,
postage prepaid, if mailed; and when receipt is mechanically acknowledged, if
telecopied. Any party may by notice given in accordance with this Section 9
designate another address or person for receipt of notices hereunder.
10. Headings. The descriptive headings of the several sections of this
Warrant are inserted for convenience only and do not constitute a part of this
Warrant.
11. Payment of Taxes. The issuance of certificates for Warrant Shares
shall be made without charge to the Warrant Holder for any stock transfer or
other issuance tax in respect thereto; provided, however, that the Warrant
Holder shall be required to pay any and all taxes that may be payable in respect
of any transfer involved in the issuance and delivery of any certificate in a
name other than that of the then Warrant Holder as upon the books of the
Company.
12. Binding Effect; Benefits. This Warrant shall inure to the benefit
of and shall be binding upon the Company and the Warrant Holder and their
respective successors and assigns. Nothing in this Warrant, expressed or
implied, is intended to or shall confer on any person other than the Company and
the Warrant Holder, or their respective successors or assigns, any rights,
remedies, obligations or liabilities under or by reason of this Warrant.
13. Severability. Any term or provision of this Warrant which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the terms and provisions of this Warrant or
affecting the validity or enforceability of any of the terms or provisions of
this Warrant in any other jurisdiction.
14. Governing Law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY, WITHOUT REGARD TO THE
CONFLICTS OF LAW PRINCIPLES THEREOF.
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15. No Rights or Liabilities as Stockholders. Nothing contained in this
Warrant shall be determined as conferring upon the Warrant Holder any rights as
a stockholder of the Company or as imposing any liabilities on the Warrant
Holder to purchase any securities, whether such liabilities are asserted by the
Company or by creditors or stockholders of the Company or otherwise.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer on the date of this Warrant.
INTEGRA LIFESCIENCES CORPORATION
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
Exhibit A
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PURCHASE AGREEMENT
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Date:
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TO:
The undersigned, pursuant to the provisions set forth in the attached
Warrant, hereby agrees to purchase _________ shares of Common Stock covered by
such Warrant, and makes payment herewith in full therefor at the price per share
provided by this Warrant.
Signature:
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Address:
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ASSIGNMENT
For Value Received, __________________________________________________
hereby sells, assigns and transfers all of the rights of the undersigned under
the within Warrant, with respect to the number of shares of Common Stock covered
by such Warrant, to:
NAME OF ASSIGNEE ADDRESS NO. OF SHARES
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Dated: Signature:
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Witness:
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