WARRANT PURCHASE AGREEMENT
THIS WARRANT PURCHASE AGREEMENT (this "Agreement") is made and entered into
effective this 27th day of October, 1999, by and between OEC Medical Systems,
Inc., a Delaware Corporation (hereinafter referred to as the "Company"), and the
Undersigned Warrant Holder (hereinafter referred to as the "Holder").
RECITALS
A. The Holder is one of a group of holders (collectively, the
"Holders") who own certain warrants to purchase shares of the Company's common
stock (the "Warrant Shares") that the Company issued pursuant to that certain
"Common Stock Warrant" (the "Warrants") and "Registration Rights Agreement" (the
"Registration Rights Agreement") on or about September 5, 1996.
B. The Company desires that all of the Holders, including the
undersigned Holder, voluntarily surrender their Warrants, which Warrants will be
purchased by the Company for a price equal to $36.00 per Warrant Share, less the
purchase price of the Warrant Shares of $11.75 per share (the "Warrant Price")
and any amounts required to be withheld by the Company for applicable tax
withholdings.
E. The Holder desires to voluntarily surrender his/her Warrant and
waive his/her rights under the Registration Rights Agreement, pursuant to the
terms and conditions hereinafter set forth.
F. The Holder further desires to release the Company and its
affiliates, successors and assigns, and to hold them harmless, from and against
any and all demands claims, damages, losses or other liabilities arising from or
based upon the Holder's surrender of his/her Warrants and waiver of his/her
rights under the Registration Rights Agreement, as hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and
conditions contained herein, the parties hereto agree as follows:
AGREEMENT
1. Purchase of Warrant. The Company hereby agrees to purchase from
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the Holder, and the Holder hereby agrees to sell to the Company, the Holder's
Warrant for a purchase price equal to $36.00 per Warrant Share for the number of
Warrant Shares underlying the Warrant, less the Warrant Price for the number of
Warrant Shares underlying the Warrant and any amounts required to be withheld by
the Company for applicable tax withholdings.
2. Waiver of Rights Under Registration Rights Agreement. As
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additional consideration for the payment made hereunder to the Holder, the
Holder hereby waives,
relinquishes and foregoes any and all rights he/she may have under the
Registration Rights Agreement.
3. Holder Representations.
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(a) Disclosure. The Holder represents that
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(i) he/she has received from the Company copies of the
Company's (A) most recent annual report on Form 10-K; (B) most recent
annual report to shareholders; (C) most recent quarterly report on Form 10-
Q; and (D) the definitive proxy statement dated October 1, 1999; and
(ii) he/she is capable of evaluating the merits and the
risks of the transaction contemplated by this Agreement and has the
capacity to protect his/her own interest and to bear the economic risk of
the transaction contemplated herein. The Holder alone, or with the
assistance of his/her legal, tax and financial advisors, is knowledgeable
and experienced in financial and business matters and is capable of making
an informed decision to enter, and has independently determined to enter,
into the transaction contemplated in this Agreement.
(b) Irrevocability of Agreement. The Holder hereby understands
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and agrees that this Agreement shall be irrevocable.
4. Release by Holder. The Holder does hereby forever
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unconditionally, irrevocably and completely release, waive, cancel and discharge
the Company and its officers, directors, employees, shareholders, affiliates,
agents, representatives, successors and assigns (collectively, the "Released
Parties"), of and from any and all rights, claims, demands, damages, penalties,
costs, expenses, liabilities, obligations and causes of action (collectively,
"Claims") of any nature or kind whatsoever, whether known or unknown, or
hereafter discovered, whether fixed or contingent, whether anticipated or
unanticipated, whether in law or in equity, arising out of, related to or based
upon the Warrant, the Registration Rights Agreement and any and all incentives
of the Company previously granted, outstanding or promised to the Holder,
including, without limitation, any claims as a stockholder, option holder,
warrant holder, distributor, dealer or otherwise under federal or state
securities or "blue sky" laws, rules or regulations, under general corporate
laws or any other statute, law, rule or regulation, or under common law. The
Holder agrees not to file or allow to be filed on his or her behalf any lawsuit,
charge or complaint against the Released Parties regarding the claims released
hereby. The Holder waives the benefit of any statute, rule or law that might
grant a releasing party the right to assert unknown or unsuspected claims
following the execution of a release. Notwithstanding the foregoing, the Holder
is not releasing the Company for any breach of or obligations arising under this
Agreement.
5. General Provisions. The following are also an integral part of
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this Agreement:
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(a) Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument, and which shall become effective when
there exists copies signed by the Company and by the Holder.
(b) Other Documents. The parties to this Agreement shall in
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good faith execute such other and further instruments, agreements or documents
as may be necessary or advisable to carry out the transactions contemplated by
this Agreement.
(c) Applicable Law. This Agreement shall be interpreted,
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construed and enforced in accordance with the laws of the State of Utah.
(d) Binding Agreement. This Agreement shall be binding upon and
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inure to the benefit of the heirs, legal representatives, successors and
assigns, as permitted, of the respective parties hereto, and any entities
resulting from the reorganization, consolidation or merger of any corporate
party hereto.
(e) Assignment. This Agreement and the rights and obligations
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herein may not be assigned or delegated by any party hereto without the prior
written consent of the other party.
(f) Severability. In the event that any provision of this
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Agreement is held by a court of competent jurisdiction to be void, voidable or
unenforceable for any reason whatsoever, the remainder of this Agreement shall
nevertheless continue in full force and effect as if the void, voidable or
unenforceable provision were not contained herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective on the day and year first above written.
OEC MEDICAL SYSTEMS, INC.
By:______________________________________
Xxxxx X. Xxxxxx
Executive Vice President,
Chief Operating Officer and
Chief Financial Officer
Holder
By:______________________________________
______________________________________
(Print name in space provided above)
SLC:0027256.02
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