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EXHIBIT 2.2
EXCHANGE AGREEMENT
Exchange Agreement, dated as of April 17, 2000 (the
"Agreement"), by and among American Medical Systems Holdings, Inc., a
corporation organized under the laws of the State of Delaware (the "AMSH") and
American Medical Systems, Inc., a corporation organized under the laws of the
State of Delaware ("AMS").
W I T N E S S E T H:
WHEREAS, under an exchange agreement of even date herewith
among AMS, AMSH and the stockholders of AMS, AMSH acquired all the outstanding
stock in AMS, so becoming the sole stockholder in AMS.
WHEREAS, AMS desires to acquire from AMSH all the outstanding
shares of Series A Non-Voting Preferred Stock, par value $0.01 per share, shares
of Series B Convertible Voting Preferred Stock, par value $0.01 per share,
shares of Series C Convertible Non-Voting Preferred Stock, $0.01 par value per
share, shares of Series D Convertible Voting Preferred Stock, $0.01 par value
per share and shares of Series E Convertible Non-Voting Preferred Stock, $0.01
par value per share, all of AMS ("AMS Stock"), in exchange for the issue to AMSH
of 100 shares of Common Stock, par value $0.01 per share, in AMS (the "New
Stock"), following which AMSH will resolve that AMS should cancel the AMS Stock;
NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:
I. Exchange of the AMS Stock for the New Stock
1.1. Exchange. Upon the terms and subject to the conditions of
this Agreement, AMSH hereby subscribes for and agrees to acquire, and AMS hereby
accepts such subscription and agrees to issue to AMSH, the New Stock. In
consideration of the issuance of the New Stock, AMSH hereby assigns and
transfers to, and contributes to the capital of, AMS, and AMS hereby accepts, in
full consideration for the New Stock, the AMS Stock.
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II. Miscellaneous
2.1. Binding Agreement. This Agreement shall bind and inure to
the benefit of the respective parties hereto, their successors and assigns.
2.2. Headings. The headings and descriptive titles contained
in this Agreement are for convenience of reference only and do not modify, limit
or in any way define the interpretation or construction of the provisions of
this Agreement.
2.3. Entire Agreement. This Agreement embodies the entire
agreement and understanding between the parties hereto and supersedes all prior
agreements or understandings relating to the subject matter hereof.
2.4. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the internal laws of the State of New York without
reference to any principles of conflicts of laws.
2.5. Amendments. This Agreement may not be altered or amended
except by a writing duly executed by any party against whom such alteration or
amendment is sought to be enforced.
2.6. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument.
2.7. Severability. Should any one or more of the provisions of
this Agreement be determined to be illegal, invalid or unenforceable, all of the
other provisions of this Agreement shall be given effect separately from such
provision or provisions and shall not be affected by any such determination.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
AMERICAN MEDICAL SYSTEMS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and CEO