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EXHIBIT 4.5
WELLPOINT HEALTH NETWORKS INC.
STANDARD DEBT SECURITIES WARRANT
AGREEMENT PROVISIONS
, 1997
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From time to time, WellPoint Health Networks Inc., a Delaware
corporation (the "Company"), may enter into one or more warrant agreements that
provide for the issuance and sale of warrants ("Warrants") to purchase debt
securities of the Company ("Debt Securities"). The standard provisions set forth
herein may be included or incorporated by reference in any such warrant
agreement (a "Warrant Agreement"). The Warrant Agreement, including the
provisions incorporated therein by reference, is herein referred to as this
"Agreement." The person named as the "Warrant Agent" in the first paragraph of
the Warrant Agreement is herein referred to as the "Warrant Agent." Unless
otherwise defined in this Agreement or in the Warrant Agreement, as the case may
be, terms defined in the Warrant Agreement are used herein as therein defined
and terms defined herein are used in the Warrant Agreement as herein defined.
SECTION 1. Issuance of Warrant Certificates. Each Warrant Certificate
shall evidence one or more Warrants. Each Warrant evidenced thereby shall
represent the right, subject to the provisions contained herein and therein, to
purchase a Debt Security in the principal amount set forth in the Warrant
Agreement.
SECTION 2. Execution and Delivery of Warrant Certificates. Each Warrant
Certificate, whenever issued, shall be in registered form substantially in such
form or forms as shall be established by the Company from time to time pursuant
to one or more resolutions of the Board of Directors of the Company or in one or
more warrant agreements supplemental hereto, and in each case shall be dated as
of the date of issuance thereof, and may have such letters, numbers or other
marks of identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the officers of the Company executing the
Warrant Certificate may approve (execution thereof to be conclusive evidence of
such approval) and as are not inconsistent with the provisions of this
Agreement, or as may be required to comply with (i) any law or with any rule or
regulation made pursuant thereto or (ii) any rule or regulation of any stock
exchange on which the Warrant Certificates may be listed, or to conform to
usage. The Warrant Certificates shall be signed on behalf of the Company by its
Chairman of the Board of Directors, a Vice Chairman of the Board of Directors,
its President, a Vice President or its Treasurer and attested by its Secretary
or Assistant Secretary, under its corporate seal. Such signatures may be manual
or facsimile signatures of such authorized officers and may be imprinted or
otherwise reproduced on the Warrant Certificates. The seal of the Company may be
in the form of a facsimile thereof and may be impressed, affixed, imprinted or
otherwise reproduced on the Warrant Certificates.
No Warrant Certificate shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant Certificate has been
countersigned by the manual signature of the Warrant Agent. Such signature by
the Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence that the Warrant Certificate so countersigned has been duly
delivered hereunder.
If any officer of the Company who shall have signed any of the Warrant
Certificates either manually or by facsimile signature shall cease to be such
officer before the
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Warrant Certificates so signed shall have been countersigned and delivered to
the Warrant Agent, such Warrant Certificates nevertheless may be countersigned
and delivered as though the person who signed such Warrant Certificates had not
ceased to be such officer of the Company. Any Warrant Certificate may be signed
on behalf of the Company by such persons as, at the actual date of the execution
of such Warrant Certificate, shall be the proper officers of the Company,
although at the date of the execution of this Agreement any such person was not
an officer.
SECTION 3. Countersignature of Warrant Certificates. The Warrant Agent
shall, upon receipt of Warrant Certificates, duly executed on behalf of the
Company, countersign the Warrant Certificates evidencing Warrants to purchase
the principal amount of the Debt Securities set forth in the Warrant Agreement
and shall deliver such Warrant Certificates to the appropriate person or entity
upon the order of the Company. After the original issuance of the Warrant
Certificates, the Warrant Agent shall countersign a Warrant Certificate only if
the Warrant Certificate is issued in exchange or substitution for, or in
connection with the registration of transfer of, one or more previously
countersigned Warrant Certificates, as hereinafter provided.
SECTION 4. Warrant Price. The exercise price of each Warrant and any
other form of consideration other than lawful money of the United States of
America by which the exercise price may be paid shall be as set forth in the
Warrant Agreement. The purchase price (including moneys and such other
consideration) of the Debt Securities upon exercise of the Warrants is referred
to in this Agreement as the "Warrant Price" and is payable in full at the time
of exercise.
SECTION 5. Duration of Warrant Certificates. Warrant Certificates may
be exercised in whole at any time, and in part from time to time, during the
period set forth in the Warrant Agreement (the "Expiration Date"). Each Warrant
Certificate not exercised on or before the Expiration Date shall become void,
and all rights of the holder thereunder and under this Agreement shall cease.
SECTION 6. Exercise of Warrant Certificates.
(a) Prior to the Expiration Date, a Warrant Certificate, if
countersigned by the Warrant Agent, may be exercised in whole or in part by
providing certain information set forth on the reverse side of the Warrant
Certificate and, unless otherwise provided pursuant to Section 4, by paying in
full (in cash or by certified or official bank check in New York Clearing House
funds or by bank wire transfer in immediately available funds), in United States
dollars, the Warrant Price for the Debt Securities as to which the Warrant
Certificate is exercised, to the Warrant Agent at its corporate trust office at
the address set forth in the Warrant Agreement. The payment must specify the
name of the holder and the number of Warrants exercised by such holder. Warrants
will be deemed to have been exercised upon receipt of the Warrant Price, subject
to receipt within five business days thereafter of the Warrant Certificate
properly completed and duly executed at the
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corporate trust office of the Warrant Agent. If the Warrant Agent receives
moneys in payment of the purchase price for Warrants, the Warrant Agent shall
deposit all funds received by it in the account of the Company maintained with
it for such purpose. If the Warrant Agent receives consideration other than
moneys for Warrants, the Warrant Agent shall deliver such consideration directly
to the Company. In either case, the Warrant Agent shall advise the Company by
telex or telecopy at the end of each day as to the Warrant Certificates that
have been exercised and the amount of moneys deposited to its account or the
type and amount of other consideration to be delivered to it.
(b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company and the Trustee of (i) the number of Warrants
exercised, (ii) the instructions of each holder of the Warrant Certificates
evidencing such Warrants with respect to delivery of the Debt Securities to
which such holder is entitled upon such exercise, (iii) delivery of Warrant
Certificates evidencing the balance, if any, of the Warrants remaining after
such exercise and (iv) such other information as the Company or the Trustee
shall reasonably require.
(c) A Warrant Certificate may be exercised in part to purchase
Debt Securities only in the denominations authorized pursuant to the indenture
under which the Debt Securities are issued (the "Indenture").
(d) As soon as practicable after receipt of payment of the
Warrant Price and the Warrant Certificate properly completed and duly executed
at the corporate trust office of the Warrant Agent, the Company shall issue,
pursuant to the indenture, to or upon the order of the holder of such Warrant
Certificate, the Debt Securities in authorized denominations to which such
holder is entitled, in fully registered form in such name or names as may be
directed by such holder, and if such Warrant Certificate was not exercised in
full, upon request of the holder a new Warrant Certificate evidencing the number
of Warrants remaining unexercised shall be issued if sufficient time remains
prior to the Expiration Date.
(e) The Company will pay all documentary stamp taxes
attributable to the initial issuance of Warrants and of Debt Securities upon the
exercise of Warrants; provided, however, that the Company shall not be required
to pay any tax or taxes which may be payable in respect of any transfer involved
in the issue of any Warrant Certificates or any certificates for Debt Securities
in a name other than the registered holder of a Warrant Certificate surrendered
upon the exercise of a Warrant, 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.
SECTION 7. No Rights as Securityholders Conferred by Warrant
Certificates. No Warrant Certificate shall entitle the holder thereof to any of
the rights of a holder of Debt Securities, including the right to receive the
payment of principal of, or interest on, the Debt
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Securities or to enforce any of the covenants of the Debt Securities or the
Indenture except as otherwise provided in the Indenture.
SECTION 8. Lost, Stolen, Mutilated or Destroyed Warrant Certificates.
Upon receipt by the Company and the Warrant Agent of evidence reasonably
satisfactory to them of the ownership and the loss, theft, destruction or
mutilation of the Warrant Certificate, and of indemnity reasonably satisfactory
to them, and, in the case of mutilation, upon surrender thereof to the Warrant
Agent for cancellation, then, in the absence of notice to the Company or the
Warrant Agent that such Warrant Certificate has been acquired by a bona fide
purchaser, the Company shall execute, and an authorized officer of the Warrant
Agent shall manually countersign and deliver, in exchange for or in lieu of the
lost, stolen, destroyed or mutilated Warrant Certificate, a new Warrant
Certificate of the same tenor and for a like number of Warrants. Upon the
issuance of any new Warrant Certificate under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expense (including
the fees and expenses of the Warrant Agent) in connection therewith. Every
substitute Warrant Certificate executed and delivered pursuant to this Section
in lieu of any lost, stolen or destroyed Warrant Certificate shall constitute an
additional contractual obligation of the Company, whether or not the lost,
stolen or destroyed Warrant Certificate shall be at any time enforceable by
anyone, and shall be entitled to the benefits of this Agreement equally and
proportionately with any and all other Warrant Certificates duly executed and
delivered hereunder. The provisions of this Section are exclusive and shall
preclude (to the extent lawful) any and all other rights or remedies with
respect to the replacement of mutilated, lost, stolen or destroyed Warrant
Certificates.
SECTION 9. Holder of Warrant Certificate May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any holder of any
Warrant Certificate, without the consent of the Warrant Agent, the Trustee, the
holder of any Debt Security or the holder of any other Warrant Certificate, may,
in his own behalf and for his own benefit, enforce, and may institute and
maintain any audit, action or proceeding against the Company to enforce or
otherwise in respect of, his right to exercise his Warrant Certificate in the
manner provided in his Warrant Certificate and in his Agreement.
SECTION 10. Call of Warrants by the Company. If so provided in the
Warrant Agreement, the Company shall have the right to call and repurchase any
or all Warrants at the price (the "Call Price") and on or after the date (the
"Call Date") and upon the terms (the "Call Terms") as shall be established from
time to time in or pursuant to resolutions of the Board of Directors of the
Company or in the Warrant Agreement before the issuance of such Warrants. Notice
of such Call Price, Call Date and Call Terms shall be given to registered
holders of Warrants in writing by the Company or the Warrant Agent.
SECTION 11. Optional Reduction of Warrant Price. Subject to the limits,
if any, established from time to time by the Board of Directors of the Company
or in the Warrant Agreement, the Company shall have the right, at any time or
from time to time,
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voluntarily to reduce the then current Warrant Price to such amount (the
"Reduced Warrant Price") and for such period or periods of time, which may be
through the close of business on the Expiration Date (the "Reduced Warrant Price
Period"), as may be deemed appropriate by the Board of directors of the Company.
Notice of any such Reduced Warrant Price and Reduced Warrant Price Period shall
be given to registered holders of Warrants in writing by the Company or the
Warrant Agent. After the termination of the Reduced Warrant Price Period, the
Warrant Price shall be such Warrant Price that would have been in effect had
there been no reduction in the Warrant Price pursuant to the provisions of this
Section 11.
SECTION 12. Exchange and Transfer. Upon surrender at the corporate
trust office of the Warrant Agent, Warrant Certificates evidencing Warrants may
be exchanged for Warrant Certificates in other denominations evidencing such
Warrants and the transfer of Warrants may be registered in whole or in part;
provided that such other Warrant Certificates shall evidence the same aggregate
number of Warrants as the Warrant Certificates surrendered for exchange or
registration of transfer. The Warrant Agent shall keep, at its corporate trust
office, books in which it shall register Warrant Certificates and exchanges and
transfers of outstanding Warrant Certificates, upon surrender of the Warrant
Certificates to the Warrant Agent at its corporate trust office for exchange or
registration of transfer, properly endorsed or accompanied by appropriate
instruments of registration of transfer and written instructions for transfer,
all in form satisfactory to the Company and the Warrant Agent. No service charge
shall be made for any exchange or registration of transfer of Warrant
Certificates, but the Company may require payment of a sum sufficient to cover
any stamp or other tax or other governmental charge that may be imposed in
connection with any such exchange or registration of transfer. Whenever any
Warrant Certificates are surrendered for exchange or registration of transfer,
an authorized officer of the Warrant Agent shall mutually countersign and
deliver to the person or persons entitled thereto a Warrant Certificate or
Warrant Certificate duly authorized and executed by the Company, as so
requested. The Warrant Agent shall not be required to effect any exchange or
registration of transfer that will result in the issuance of a Warrant
Certificate evidencing a fraction of a Warrant or a number of full Warrants and
a fraction of a Warrant. All Warrant Certificates issued upon any exchange or
registration of transfer of Warrant Certificates shall be the valid obligations
of the Company, evidencing the same obligations and entitled to the same
benefits under this Agreement as the Warrant Certificates surrendered for such
exchange or registration of transfer.
SECTION 13. Treatment of Holders of Warrant Certificates. Every holder
of a Warrant Certificate, by accepting the same, consents and agrees with the
Company, the Warrant Agent and with every subsequent holder of such Warrant
Certificate that, until the transfer of the Warrant Certificate is registered on
the books of the Warrant Agent, the Company and the Warrant Agent may treat the
registered holder as the absolute owner thereof for any purpose and as the
person entitled to exercise the rights represented by the Warrants evidenced
thereby, any notice to the contrary notwithstanding.
SECTION 14. Cancellation of Warrant Certificates. Any Warrant
Certificate surrendered for exercise, registration of transfer or exchange
shall, if surrendered to the
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Company, be delivered to the Warrant Agent, and all Warrant Certificates
surrendered or so delivered to the Warrant Agent shall be promptly canceled by
the Warrant Agent and shall not be reissued and, except as expressly permitted
by this Agreement, no Warrant Certificate shall be issued hereunder in lieu
thereof. The Warrant Agent shall deliver to the Company from time to time, or
otherwise dispose of, canceled Warrant Certificates in a manner satisfactory to
the Company.
SECTION 15. Warrant Agent. The Company hereby appoints the
Warrant Agent as the Warrant Agent of the Company in respect of the Warrant
Certificates upon the terms and subject to the conditions herein set forth, and
the Warrant Agent hereby accepts such appointment. The Warrant Agent shall have
the powers and authority granted to and conferred upon it in the Warrant
Certificates and by this Agreement, and such further powers and authority to act
on behalf of the Company as the Company may hereafter grant to or confer upon
it. All of the terms and provisions with respect to such powers and authority
contained in the Warrant Certificates are subject to and governed by the terms
and provisions hereof.
SECTION 16. Conditions of Warrant Agent's Obligations. The
Warrant Agent accepts its obligations herein set forth upon the terms and
conditions hereof, including the following (to all of which the Company agrees
and to all of which the rights hereunder of the holders from time to time of the
Warrant Certificates shall be subject):
(a) Performance by the Company. The Company agrees
that it will take any corporate action that may be reasonably necessary in order
to fulfill its obligations under this Agreement and the Warrant Certificates,
and that it will not take any action that would impair its ability to perform
its obligations under this Agreement and the Warrant Certificates.
(b) Compensation and Indemnification. The Company
agrees promptly to pay the Warrant Agent the compensation to be agreed upon with
the Company for all services rendered by the Warrant Agent and to reimburse the
Warrant Agent for reasonable out-of-pocket expenses (including reasonable
counsel fees) incurred by the Warrant Agent in connection with the services
rendered hereunder by the Warrant Agent. The Company also agrees to indemnify
the Warrant Agent, and to hold it harmless against, any loss, liability or
expense incurred without negligence or bad faith on the part of the Warrant
Agent, arising out of or in connection with its acting as the Warrant Agent
hereunder, as well as the costs and expenses of defending against any claim of
liability in the premises.
(c) Agent for the Company. In acting under this
Warrant Agreement and in connection with the Warrant Certificates, the Warrant
Agent is acting solely as an agent of the Company, and the Warrant Agent does
not assume any obligation or relationship of agency or trust for or with any of
the owners or holders of the Warrant Certificates.
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(d) Counsel. The Warrant Agent may consult with
counsel satisfactory to it, and the opinion of such counsel shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in accordance with the opinion of
such counsel.
(e) Documents. The Warrant Agent shall be protected
and shall incur no liability for or in respect of any action taken or thing
suffered by it in reliance upon any Warrant Certificate, notice, direction,
consent, certificate, affidavit, statement or other paper or document reasonably
believed by it to be genuine and to have been presented or signed by the proper
parties.
(f) Certain Transactions. The Warrant Agent and its
officers, directors and employees may act as Trustee under the Indenture and may
become the owner of, or acquire any interest in, any Warrant Certificates, with
the same rights that it or they would have if it were not the Warrant Agent
hereunder, and, to the extent permitted by applicable law, they may engage or be
interested in any financial or other transaction with the Company and may act
on, or as depositary, trustee or agent for, any committee or body of holders of
the Debt Securities or other obligations of the Company as freely as if it were
not the Warrant Agent.
(g) No Liability for Interest. Except as set forth in
the Warrant Agreement, the Warrant Agent shall not be under any liability for
interest on any moneys or other consideration at any time received by it
pursuant to any of the provisions of this Agreement or of the Warrant
Certificates.
(h) No Liability for Invalidity. The Warrant Agent
shall not incur any liability with respect to the validity of this Agreement or
any of the Warrant Certificates.
(i) No Responsibility for Representations. The Warrant
Agent shall not be responsible for any of the recitals or representations
contained herein or in the Warrant Certificates (except the Warrant Agent shall
be responsible for any representations of the Warrant Agent herein and for its
countersignature on the Warrant Certificates), all of which are made solely by
the Company.
(j) No Implied Obligations. The Warrant Agent shall be
obligated to perform such duties as are herein and in the Warrant Certificates
specifically set forth, but no implied duties or obligations shall be read into
this Agreement or the Warrant Certificates against the Warrant Agent. The
Warrant Agent shall not be under any obligation to take any action hereunder
which may tend to involve it in any expense or liability, the payment of which
within a reasonable time is not, in its reasonable opinion, assured to it. The
Warrant Agent shall not be accountable or under any duty or responsibility for
the use by the Company of any of the Warrant Certificates authenticated by the
Warrant Agent and delivered by it to the Company pursuant to this Agreement or
for the application by the Company of
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the proceeds of the Warrant Certificates. The Warrant Agent shall have no duty
or responsibility in case of any default by the Company in the performance of
its covenants or agreements contained in the Warrant Certificates or in the case
of the receipt of any written demand from a holder of a Warrant Certificate with
respect to such default, including any duty or responsibility to initiate or
attempt to initiate any proceedings at law or otherwise or, except as provided
in Section 19 hereof, to make any demand upon the Company.
SECTION 17. Resignation and Appointment of Successor Warrant
Agent.
(a) The Company agrees, for the benefit of the holders
from time to time of the Warrant Certificates, that at all times there shall be
a Warrant Agent hereunder until all the Warrant Certificates are no longer
exercisable.
(b) The Warrant Agent may at any time resign as such
agent by giving written notice to the Company of such intention on its part,
specifying the date on which its desired resignation shall become effective;
provided that such date shall not be less than 60 days after the date on which
such notice is given unless the Company agrees to accept less notice. The
Warrant Agent may be removed at any time by the filing with it of an instrument
in writing signed by or on behalf of the Company and specifying such removal and
the date when it shall become effective. Such resignation or removal shall take
effect upon the appointment by the Company, as hereinafter provided, of a
successor Warrant Agent (which shall be a bank or trust company organized and
doing business under the laws of the United States of America or of any State,
in good standing, and authorized under such laws to exercise corporate trust
powers) and the acceptance of such appointment by such successor Warrant Agent.
Upon its resignation or removal, the Warrant Agent shall be entitled to the
payment by the Company of the compensation agreed to under Section 16(b) hereof
for, and to the reimbursement of all reasonable out-of-pocket expenses incurred
in connection with, the services rendered hereunder by the Warrant Agent.
(c) If at any time the Warrant Agent shall resign, or
shall be removed, or shall become incapable of acting, or shall be adjudged
bankrupt or insolvent, or shall file a petition seeking relief under the Federal
Bankruptcy Code, as now constituted or hereafter amended, or under any other
applicable federal or state bankruptcy law or similar law or make an assignment
for the benefit of its creditors or consent to the appointment of a receiver or
custodian of all or any substantial part of its property, or shall admit in
writing its inability to pay or meet its debts as they mature, or if a receiver
or custodian of it or of all or any substantial part of its property shall be
appointed, or if an order of any court shall be entered for relief against it
under the Federal Bankruptcy Code, as now constituted or hereafter amended, or
under any other applicable federal or state bankruptcy or similar law or if any
public officer shall have taken charge or control of the Warrant Agent or of its
property or affairs, for the purpose of rehabilitation, conservation or
liquidation, a successor Warrant Agent, qualified in accordance with the terms
of this Agreement, shall be appointed by the Company by an instrument in
writing, filed with the successor Warrant Agent. Upon the
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appointment of a successor Warrant Agent and acceptance by the latter of such
appointment, the Warrant Agent so superseded shall cease to be the Warrant Agent
hereunder.
(d) Any successor Warrant Agent appointed hereunder
shall execute, acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment hereunder, and thereupon such successor
Warrant Agent, without any further act, deed or conveyance, shall become vested
with all the authority, rights, powers, trusts, immunities, duties and
obligations of such predecessor with like effect as if originally named as
Warrant Agent hereunder, and such predecessor, upon payment of its charges and
disbursements then unpaid, shall thereupon become obligated to transfer, deliver
and pay over, and such successor Warrant Agent shall be entitled to receive, all
moneys, securities and other property on deposit with or held by such
predecessor, as Warrant Agent hereunder.
(e) Any corporation into which the Warrant Agent
hereunder may be merged or converted or any corporation with which the Warrant
Agent may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Warrant Agent shall be a party, or any
corporation to which the Warrant Agent shall sell or otherwise transfer all or
substantially all the assets and business of the Warrant Agent, provided that it
shall be qualified as aforesaid, shall be the successor Warrant Agent under this
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties hereto.
SECTION 18. Amendment. This Agreement may be amended by the
parties hereto, without the consent of the holder of any Warrant Certificate,
for the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective provision contained herein, or in regard to matters
or questions arising under this Agreement as the Company and the Warrant Agent
may deem necessary or desirable, provided such action shall not adversely affect
the interests of the holders of the Warrant Certificates.
SECTION 19. Notices and Demands to the Company and Warrant
Agent. If the Warrant Agent receives any notice or demand addressed to the
Company by the holder of a Warrant Certificate pursuant to the provisions of the
Warrant Certificates, the Warrant Agent shall promptly forward such notice or
demand to the Company.
SECTION 20. Addresses. Any communication to the Warrant Agent
with respect to this Agreement shall be addressed to the address set forth in
the Warrant Agreement, and any such communication to the Company shall be
addressed to the Company at the following address:
WellPoint Health Networks Inc.
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or such other address as shall be specified in writing by the Warrant Agent or
by the Company.
SECTION 21. Delivery of Prospectus. If the Company is required
under applicable federal or state securities laws to deliver a prospectus upon
exercise of Warrants, the Company will furnish to the Warrant Agent sufficient
copies of a prospectus, and the Warrant Agent agrees that upon the exercise of
any Warrant Certificate by the holder thereof, the Warrant Agent will deliver to
such holder, prior to or concurrently with the delivery of the Debt Securities
issued upon such exercise, a copy of the prospectus.
SECTION 22. Obtaining of Governmental Approvals. The Company
will from time to time take all action that may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and securities acts filings under federal and state laws, which
may be or become requisite in connection with the issuance, sale, transfer and
delivery of the Warrant Certificates, the exercise of the Warrants, and the
issuance, sale, transfer and delivery of the Debt Securities issued upon
exercise of the Warrants or upon the expiration of the period during which the
Warrants are exercisable.
SECTION 23. Persons Having Rights Under Warrant Agreement.
Nothing in this Agreement is intended, or shall be construed, to confer upon, or
give to, any person or corporation other than the Company, the Warrant Agent and
the holders of the Warrant Certificates any right, remedy or claim under or by
reason of this Agreement or of any covenant, condition, stipulation, promise or
agreement hereof. All covenants, conditions, stipulations, promises and
agreements contained in this Agreement shall be for the sole and exclusive
benefit of the Company, the Warrant Agent and their successors and of the
holders of the Warrant Certificates.
SECTION 24. Headings. The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.
SECTION 25. Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.
SECTION 26. Inspection of Agreement. A copy of this Agreement
shall be available at all reasonable times at the principal corporate trust
office of the Warrant Agent for inspection by the holder of any Warrant
Certificate. The Warrant Agent may require such holder to submit his Warrant
Certificate for inspection by it.
SECTION 27. Governing Law. This Agreement and each Warrant
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of New York and for all purposes shall be construed in
accordance with the laws of such State.
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