EXHIBIT 4.22
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UNITED HEALTHCARE CORPORATION
AND
________________________, AS WARRANT AGENT
FORM OF COMMON STOCK
WARRANT AGREEMENT
DATED AS OF ___________________
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TABLE OF CONTENTS
PARTIES......................................................................1
RECITALS.....................................................................1
SECTION 1. Appointment of Warrant Agent.....................................1
SECTION 2. Form of Warrant..................................................1
SECTION 3. Countersignature and Registration................................2
SECTION 4. Transfers and Exchanges..........................................2
SECTION 5. Exercise of Warrants.............................................3
SECTION 6. Payment of Taxes.................................................3
SECTION 7. Mutilated or Missing Warrants....................................4
SECTION 8. Reservation of Shares, etc. .....................................4
SECTION 9. Warrant Price; Adjustments.......................................4
SECTION 10. Notice to Warrantholders........................................11
SECTION 11. Certain Covenants of the Company................................12
SECTION 12. Disposition of Proceeds, etc....................................12
SECTION 13. Merger or Consolidation or Change of Name of Warrant Agent......12
SECTION 14. Duties of Warrant Agent.........................................13
SECTION 15. Change of Warrant Agent.........................................15
SECTION 16. Identity of Transfer Agent......................................16
SECTION 17. Notices.........................................................16
SECTION 18. Supplements and Amendments......................................17
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SECTION 19. Successors.....................................................17
SECTION 20. Governing Law..................................................17
SECTION 21. Benefits of This Agreement.....................................17
SECTION 22. Counterparts...................................................17
SECTION 23. Acceleration of Warrants by the Company........................17
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UNITED HEALTHCARE CORPORATION
Form of Common Stock Warrant Agreement
COMMON STOCK WARRANT AGREEMENT, dated as of between United HealthCare
Corporation, a Minnesota corporation (hereinafter called the "Company"), and
____________ having a corporate trust office in ____________, as warrant agent
(hereinafter called the "Warrant Agent").
WHEREAS, the Company proposes to issue [Class ____] Purchase Warrants
(hereinafter called the "Warrants") entitling the holders thereof to purchase an
aggregate of ____ shares of Common Stock of the Company (par value $____ per
share) (hereinafter called the "Shares") at an initial cash purchase price of
$____ per Share at any time [after __________ and] prior to [____] p.m., [City]
time, on _______ (hereinafter called the "Expiration Date") (unless extended as
provided in Section 9A hereof); and
[IF WARRANTS ARE ATTACHED TO OTHER SECURITIES, INSERT -
WHEREAS, the Warrants will be offered in Units, each of which consists of
___________ and Warrants to purchase ________ Shares; and]
WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing so to act, in connection with the
issuance, registration, transfer, exchange and exercise of Warrants to be issued
from time to time by the Company,
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereto agree as follows:
SECTION 1. Appointment of Warrant Agent. The Company hereby appoints the
Warrant Agent to act as agent for the Company in accordance with the
instructions hereinafter in this Agreement set forth, and the Warrant Agent
hereby accepts such appointment.
SECTION 2. Form of Warrant. The text of the Warrants and the form of
election to purchase Shares to be set forth on the reverse thereof shall be
substantially as set forth in Exhibit A attached hereto. Each Warrant shall,
subject to the terms of this Warrant Agreement, entitle the registered holder
thereof to initially purchase the number of Shares specified therein at an
initial exercise price of $_____ per Share; provided, however, that the Warrant
Exercise Price and the number of Shares issuable upon exercise of Warrants are
subject to adjustment upon the occurrence of certain events, all as hereinafter
provided. The Warrants shall be executed on behalf of the Company by the manual
or facsimile signature of the present or any future Chairman of the Board,
President or Vice President of the Company, under its seal, affixed or in
facsimile, and by the manual or facsimile signature of the present or any future
Secretary or Assistant Secretary of the Company.
The Company shall promptly notify the Warrant Agent from time to time in
writing of the number of Warrants to be issued and furnish written instructions
in connection therewith signed by an executive officer of the Company; such
notification and instructions may, but need not be, in the form of a general or
continuing authorization to the Warrant Agent.
The Warrants shall be dated by the Warrant Agent as of the date of each
initial issuance, and as of the date of issuance thereof upon any transfer or
exchange thereof.
SECTION 3. Countersignature and Registration. The Warrant Agent shall
maintain books for the transfer and registration of the Warrants. Upon the
initial issuance of the Warrants, the Warrant Agent shall issue and register the
Warrants in the names of the respective registered holders thereof. The Warrants
shall be countersigned by the Warrant Agent (or by any successor to the Warrant
Agent then acting as warrant agent under this Agreement) and shall not be valid
for any purpose unless so countersigned. Such Warrants may be so countersigned,
however, by the Warrant Agent (or by its successor as warrant agent) and be
delivered by the Warrant Agent, notwithstanding that the persons whose manual or
facsimile signatures appear thereon as proper officers of the Company shall have
ceased to be such officers at the time of such countersignature or delivery.
Upon issuance of any Warrant, the Company will present the same, or cause the
same to be presented, to the Warrant Agent for countersignature of such Warrant.
SECTION 4. Transfers and Exchanges. The Warrant Agent shall transfer, from
time to time, any outstanding Warrants upon the books to be maintained by the
Warrant Agent for that purpose, upon the surrender thereof for transfer properly
endorsed or accompanied by appropriate instructions for transfer. Upon any such
transfer, a new Warrant of like tenor shall be issued to the transferee and the
surrendered Warrant shall be canceled by the Warrant Agent. All such Warrants so
canceled shall be delivered by the Warrant Agent to the Company from time to
time. The Warrants may be exchanged at the option of the holder thereof, when
surrendered at the office in of the Warrant Agent, for another Warrant, or other
Warrants of different denominations, of like tenor and representing in the
aggregate the right to purchase a like number of Shares. The Warrant Agent is
hereby irrevocably authorized to countersign and deliver, in accordance with the
provisions of this Section and Section 3 of this Agreement, such new Warrants
required pursuant to the provisions of this Section, and the Company, whenever
required by the Warrant Agent, will supply the Warrant Agent with Warrants duly
executed on behalf of the Company for such purpose.
[IF THE WARRANTS ARE ATTACHED TO OTHER SECURITIES, INSERT -
Notwithstanding the foregoing, until ____________, the Warrants shall not
be transferable apart from the __________ to which they are attached, any
transfer of the ___________ shall be deemed a transfer of the Warrants attached
thereto, and any attempt to transfer the Warrants apart from the _________ shall
be void and of no effect. Each Warrant shall contain a legend to the foregoing
effect.]
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SECTION 5. Exercise of Warrants. The registered holder of each Warrant
shall have the right, which may be exercised as in such Warrant expressed, to
purchase from the Company (and the Company shall issue and sell to such
registered holder) the number of Shares specified in such Warrants, upon
surrender to the Company, at the office in _______________ of the Warrant Agent
of such Warrant, with the form of election to purchase on the reverse thereof
duly filled in and signed, and upon payment to the Warrant Agent for the account
of the Company of the Warrant Exercise Price, determined in accordance with the
provisions of Section 9 of this Agreement, for the number of Shares in respect
of which such Warrant is then exercised. Payment of such Warrant Exercise Price
may be made in cash, or by certified check or bank draft or postal or express
money order, payable in United States dollars, to the order of the Warrant
Agent. No adjustment shall be made for any dividends on any Shares issuable upon
exercise of any Warrant. Subject to Section 6, upon such surrender of Warrants,
and payment of the Warrant Exercise Price as aforesaid, the Company shall issue
and cause to be delivered with all reasonable dispatch to or upon the written
order of the registered holder of such Warrants, and in such name or names as
such registered holder may designate, a certificate or certificates for the
number of full Shares so purchased upon the exercise of such Warrants, together
with cash, as provided in Section 9 of this Agreement, in respect of any
fraction of a Share otherwise issuable upon such surrender. Such certificate or
certificates shall be deemed to have been issued and any person so designated to
be named therein shall be deemed to have become a holder of record of such
Shares as of the date of the surrender of such Warrants and payment of the
Warrant Exercise Price as aforesaid; provided, however, that if, at the date of
surrender of such Warrants and payment of such Warrant Exercise Price, the
transfer books for the Shares purchasable upon the exercise of such Warrants
shall be closed, no such surrender of such Warrants and no such payment of such
Warrant Exercise Price shall be effective to constitute the person so designated
to be named therein as the holder of record of such Shares on such date, but
shall be effective to constitute such person as the holder of record of such
Shares for all purposes at the opening of business on the next succeeding day on
which the transfer books for the Shares purchasable upon the exercise of such
Warrants shall be opened, and the certificates for the Shares in respect of
which such Warrants are then exercised shall be issuable as of the date on which
such books shall next be opened, and until such date the Company shall be under
no duty to deliver any certificate for such Shares. The rights of purchase
represented by the Warrants shall be exercisable, at the election of the
registered holders thereof, either as an entirety or from time to time for part
only of the Shares specified therein and, in the event that any Warrant is
exercised in respect of less than all of the Shares specified therein at any
time prior to the Expiration Date of the Warrants, a new Warrant or Warrants of
like tenor will be issued for the remaining number of Shares specified in the
Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized
to countersign and to deliver the required new Warrants pursuant to the
provisions of this Section and of Section 3 of this Agreement, and the Company,
whenever required by the Warrant Agent, will supply the Warrant Agent with
Warrants duly executed on behalf of the Company for such purpose.
SECTION 6. Payment of Taxes. The Company will pay any documentary stamp
taxes attributable to the initial issuance of Shares issuable upon the exercise
of Warrants; provided,
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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 or delivery of
any certificates for Shares in a name other than that of the registered holder
of Warrants in respect of which such Shares are issued and the Company shall not
be required to issue and deliver the certificates for such Shares unless and
until the holder has paid to the Company the amount of any tax which may be
payable in respect of any transfer involved in such issuance or shall establish
to the satisfaction of the Company that such tax has been paid.
SECTION 7. Mutilated or Missing Warrants. In case any of the Warrants shall
be mutilated, lost, stolen or destroyed, the Company will issue and the Warrant
Agent will countersign and deliver in exchange and substitution for and upon
cancellation of the mutilated Warrant, or in lieu of and substitution for the
Warrant lost, stolen or destroyed, a new Warrant of like tenor and representing
an equivalent right or interest, but only upon receipt of evidence satisfactory
to the Company and the Warrant Agent of such loss, theft or destruction of such
Warrants and indemnity, if requested, also satisfactory to them. Applicants for
such substitute Warrants shall also comply with such other reasonable
regulations and pay such other reasonable charges as the Company or the Warrant
Agent may prescribe. Any such new Warrant shall constitute an original
contractual obligation of the Company whether or not the allegedly lost, stolen,
mutilated or destroyed Warrant shall be at any time enforceable by anyone.
SECTION 8. Reservation of Shares, etc. Prior to the issuance of any
Warrants there shall have been reserved, and the Company shall at all times
through the Expiration Date keep reserved, out of its authorized and unissued
Common Stock, a number of Shares sufficient to provide for the exercise of the
rights of purchase represented by the Warrants, and the Transfer Agent for the
Shares and every subsequent Transfer Agent for the Shares issuable upon the
exercise of any of the rights of purchase aforesaid are hereby irrevocably
authorized and directed at all times to reserve such number of authorized and
unissued Shares as shall be requisite for such purpose. The Company will keep a
copy of this Agreement on file with the Transfer Agent for the Shares and with
every subsequent Transfer Agent for the Shares issuable upon the exercise of the
rights of purchase represented by the Warrants. The Warrant Agent is hereby
irrevocably authorized to requisition from time to time from such Transfer Agent
certificates required to honor outstanding Warrants that have been exercised.
The Company will supply such Transfer Agent with duly executed certificates for
such purpose and will itself provide or otherwise make available any cash which
may be issuable as provided in Section 9 of this Agreement. All Warrants
surrendered in the exercise of the rights thereby evidenced or surrendered for
transfer, exchange or partial exercise shall be canceled by the Warrant Agent
and shall thereafter be delivered to the Company.
SECTION 9. Warrant Price; Adjustments. A. The warrant price per share at
which Shares shall be purchasable upon exercise of Warrants (herein called the
"Warrant Exercise Price") to and including the Expiration Date (unless the
Expiration Date is extended as provided below in this Section 9A) shall be $____
per share, or, if adjusted as provided in this Section, shall be such price as
so adjusted. The Warrants will not be exercisable prior to [the close of
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business on the date of any initial issuance thereof] [______] and will expire
at [______] p.m., [City] time, on the Expiration Date; provided that the Company
reserves the right to, and may, in its sole discretion, at any time and from
time to time, at such time or times as the Company so determines, extend the
Expiration Date of the Warrants for such periods of time as it chooses; further
provided that in no case may the Expiration Date of the Warrants (as extended)
be extended beyond five years from the Expiration Date set forth above. Whenever
the Expiration Date of the Warrants is so extended, the Company shall at least
20 days prior to the then Expiration Date cause to be mailed to the Warrant
Agent and the registered holders of the Warrants in accordance with the
provisions of Section 17 hereof a notice stating that the Expiration Date has
been extended and setting forth the new Expiration Date.
B. The above provision is, however, subject to the following:
(1) The warrant purchase price, the number of Shares purchasable upon
exercise of each Warrant and the number of Warrants outstanding shall be
subject to adjustment as follows:
(a) In case the Company shall at any time after the date of this
Agreement (i) pay a dividend, or make a distribution, on the Common
Stock which is payable in shares of its capital stock (whether shares
of Common Stock or of capital stock of any other class), (ii)
subdivide or reclassify its outstanding shares of Common Stock into a
greater number of securities (including shares of Common Stock), or
(iii) combine or reclassify its outstanding shares of Common Stock
into a smaller number of shares (including shares of Common Stock),
the number of shares purchasable upon exercise of each Warrant
immediately prior to the occurrence of such event shall be adjusted so
that the holder of each Warrant shall be entitled to receive upon
payment of the warrant purchase price the aggregate number of shares
of the Company which, if such Warrant had been exercised immediately
prior to the occurrence of such event, such holder would have owned or
have been entitled to receive immediately after the occurrence of such
event. An adjustment made pursuant to this subparagraph (a) shall
become effective immediately after the record date in the case of a
dividend and shall become effective immediately after the effective
date in the case of a subdivision or combination. If, as a result of
an adjustment made pursuant to this subparagraph (a), the holder of
any Warrant thereafter exercised shall become entitled to receive
shares of two or more classes of capital stock of the Company, the
Board of Directors of the Company (whose determination shall be
conclusive) shall determine the allocation between or among shares of
such classes of capital stock.
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In the event that at any time, as a result of an adjustment made
pursuant to this subparagraph (a), the holder of any Warrant
thereafter exercised shall become entitled to receive any shares or
other securities of the Company other than shares of Common Stock,
thereafter the number of such other shares so received upon exercise
of any Warrant shall be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the
provisions with respect to the shares of Common Stock contained in
this paragraph, and other provisions of this paragraph 9B(1) with
respect to the shares of Common Stock shall apply on like terms to any
such other shares or other securities.
(b) In case the Company shall fix a record date for the issuance
of rights or warrants to all holders of its Common Stock entitling
them (for a period expiring within 45 days after such record date) to
subscribe for or purchase Common Stock at a price per share less than
the current market price per share of Common Stock (as defined in
subparagraph (e) below) at such record date, the warrant purchase
price shall be determined by multiplying the warrant purchase price in
effect immediately prior to such record date by a fraction, the
numerator of which shall be the number of Shares of Common Stock
outstanding on such record date plus the number of Shares of Common
Stock which the aggregate offering price of the total number of Shares
so offered would purchase at such current market price, and the
denominator of which shall be the number of Shares of Common Stock
outstanding on such record date plus the number of additional Shares
of Common Stock offered for subscription or purchase. Such adjustment
shall be made successively whenever such a record date is fixed, and
shall become effective immediately after such record date. In
determining whether any rights or warrants entitle the holders to
subscribe for or purchase shares of common stock at less than such
current market price, and in determining the aggregate offering price
of such shares, there shall be taken into account any consideration
received by the Company for such rights or warrants, the value of such
consideration, if other than cash, to be determined by the Board of
Directors of the Company. Common Stock owned by or held for the
account of the Company or any majority owned subsidiary shall not be
deemed outstanding for the purpose of any adjustment required under
this subparagraph (b).
(c) In case the Company shall fix a record date for making a
distribution to all holders of its Common Stock of evidences of its
indebtedness or assets (excluding regular quarterly or other periodic
or recurring cash dividends or distributions and cash dividends or
distributions paid from retained earnings or referred to in
subparagraph (a) above) or rights or warrants to subscribe or warrants
to purchase
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(excluding those referred to in subparagraph (b) above), then in each
such case the warrant purchase price shall be determined by
multiplying the warrant purchase price in effect immediately prior to
such record date by a fraction (x) the numerator of which shall be
such current market price (as defined in subparagraph (e) below) per
Share of Common Stock on such record date, less the then fair market
value (as determined in good faith by the Board of Directors, whose
determination shall be conclusive) of the portion of the assets or
evidences of indebtedness so distributed or of such subscription
rights or warrants applicable to one share of the Common Stock and (y)
the denominator of which shall be the current market price per share
of the Common Stock on such record date. Such adjustment shall be made
successively whenever such a record date is fixed and shall become
effective immediately after such record date. Notwithstanding the
foregoing, in the event that the Company shall distribute any rights
or warrants to acquire capital stock ("Rights") pursuant to this
subparagraph (c), the distribution of separate certificates
representing such Rights subsequent to their initial distribution
(whether or not such distribution shall have occurred prior to the
date of the issuance of such Warrants) shall be deemed to be the
distribution of such Rights for purposes of this subparagraph (c),
provided that the Company may, in lieu of making any adjustment
pursuant to this subparagraph (c) upon a distribution of separate
certificates representing such Rights, make proper provision so that
each holder of such Warrants who exercises such Warrants (or any
portion thereof) (A) before the record date for such distribution of
separate certificates shall be entitled to receive upon such exercise
shares of Common Stock issued with Rights and (B) after such record
date and prior to the expiration, redemption or termination of such
Rights shall be entitled to receive upon such exercise, in addition to
the shares of Common Stock issuable upon such exercise, the same
number of such Rights as would a holder of the number of shares of
Common Stock that such Warrants so exercised would have entitled the
holder thereof to purchase in accordance with the terms and provisions
of and applicable to the Rights if such Warrants were exercised
immediately prior to the record date for such distribution. Common
Stock owned by or held for the account of the Company or any majority
owned subsidiary shall not be deemed outstanding for the purpose of
any adjustment required under this subparagraph (c).
(d) After each adjustment of the number of shares purchasable
upon exercise of each Warrant pursuant to subparagraph 9B(1)(a), the
Warrant Exercise Price shall be adjusted by multiplying such Warrant
Exercise Price immediately prior to such adjustment by a fraction of
which the numerator shall be the number of Shares purchasable upon
exercise of
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each Warrant immediately prior to such adjustment, and the denominator
of which shall be the number of Shares so purchasable immediately
thereafter. After each adjustment of the Warrant Exercise Price
pursuant to subparagraph 9B(1)(b) or (c), the total number of Shares
or fractional part thereof purchasable upon the exercise of each
Warrant shall be proportionately adjusted to such number of shares or
fractional parts thereof as the aggregate Warrant Exercise Price of
the number of shares or fractional part thereof purchasable
immediately prior to such adjustment will buy at the adjusted Warrant
Exercise Price.
(e) For the purpose of any computation under subparagraphs
9B(1)(b) and (c) above, the current market price per Share of Common
Stock at any date shall be deemed to be the average of the daily
closing prices for the 30 consecutive business days commencing 45
business days before the day in question. The closing price for each
day shall be (i) if the Common Stock is listed or admitted for trading
on the New York Stock Exchange, the last sale price (regular way), or
the average of the closing bid and ask prices (regular way), if no
sale occurred, of Common Stock, in either case as reported on the New
York Stock Exchange Composite Tape or, if the Common Stock is not
listed or admitted to trading on the New York Stock Exchange, on the
principal national securities exchange on which the Common Stock is
listed or admitted to trading or, if not listed or admitted to trading
on any national securities exchange, on the National Market System of
the National Association of Securities Dealers, Inc. Automated
Quotations System ("NASDAQ") or, (ii) if not listed or quoted as
described in (i), the mean between the closing high bid and low asked
quotations of Common Stock reported by NASDAQ, or any similar system
for automated dissemination of quotations of securities prices then in
common use, if so quoted, or (iii) if not quoted as described in
clause (ii), the mean between the high bid and low asked quotations
for Common Stock as reported by the National Quotation Bureau
Incorporated if at least two securities dealers have inserted both bid
and asked quotations for Common Stock on at least 5 of the 10
preceding days. If none of the conditions set forth above is met, the
closing price of Common Stock on any day or the average of such
closing prices for any period shall be the fair market value of Common
Stock as determined by a member firm of the New York Stock Exchange
selected by the Company.
(f) (A) Nothing contained herein shall be construed to require an
adjustment as a result of the issuance of Common Stock pursuant to, or
the granting or exercise of any rights under, the Company's [List
employee and shareholder plans, if any, that might otherwise result in
adjustments].
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(B) In addition, no adjustment in the Warrant Exercise Price
shall be required unless and until the earlier of the following
shall have occurred: (x) such adjustment would require an
increase or decrease of at least 1% in the Warrant Exercise Price
or (y) a period of 3 years shall have elapsed from the date of
the occurrence of any event requiring any such adjustment
pursuant to subparagraphs 9B(1)(a), (b) or (c) above. All
adjustments shall be made to the nearest one hundredth of a Share
and the nearest cent, and any adjustments which by reason of this
subparagraph (f) are not required to be made shall be carried
forward cumulatively and taken into account in any subsequent
adjustment which (including such carry-forward) is required to be
made under this subparagraph (f).
(g) In any case in which this subparagraph 9B(1) shall require
that an adjustment be made retroactively immediately following a
record date, the Company may elect to defer (but only until five
business days following the mailing of the notice described in
subparagraph 9B(5) below) issuing to the holder of any Warrant
exercised after such record date the Shares of the Company issuable
upon such exercise over and above the Shares issuable upon such
exercise only on the basis of the Warrant Exercise Price prior to
adjustment.
(h) The Company may, at its option, at any time until the
Expiration Date, reduce the then current Warrant Exercise Price to any
amount deemed appropriate by the Board of Directors of the Company for
any period not exceeding twenty (20) consecutive days (as evidenced in
a resolution adopted by such Board of Directors), but only upon giving
the notices required by subparagraph 9(B)(5) twenty (20) days prior to
taking such action.
(i) Except as herein otherwise expressly provided, no adjustment
in the Warrant Exercise Price shall be made by reason of the issuance
of Shares, or securities convertible into or exchangeable for Shares,
or securities carrying the right to purchase any of the foregoing or
for any other reason whatsoever.
(j) Irrespective of any of the adjustments in the Warrant
Exercise Price or the number of Shares, Warrant Certificates
theretofore issued may continue to express the same prices and number
of Shares as are stated in a similar Warrant Certificate issuable
initially, or at some subsequent time, pursuant to this Agreement and
such number of Shares specified therein shall be deemed to have been
so adjusted.
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(2) No fractional Shares of Common Stock shall be issued upon the
exercise of Warrants. If more than one Warrant shall be exercised at one
time by the same holder, the number of full Shares which shall be issuable
upon such exercise shall be computed on the basis of the aggregate number
of Shares purchased pursuant to the Warrants so exercised. Instead of any
fractional Share of Common Stock which would otherwise be issuable upon
exercise of any Warrant, the Company shall pay a cash adjustment in respect
of such fraction in an amount equal to the same fraction of the last sales
price (or bid price if there were no sales) per Share of Common Stock, in
either case as reported on the New York Stock Exchange Composite Tape on
the business day which next precedes the day of exercise or, if the Common
Stock is not then listed or admitted to trading on the New York Stock
Exchange, an amount equal to the same fraction of the market price per
share of Common Stock (as determined in a manner described by the Board of
Directors of the Company) at the close of business on the business day
which next precedes the day of exercise.
(3) In case any of the following shall occur while any Warrants are
outstanding: (a) any reclassification or change of the outstanding Shares
of Common Stock (other than a change in par value, or from par value to no
par value, or from no par value to par value); or (b) any consolidation or
merger to which the Company is a party (other than a consolidation or a
merger in which the Company is the continuing corporation and which does
not result in any reclassification of, or change in, the outstanding shares
of Common Stock issuable upon exercise of the Warrants); or (c) any sale or
conveyance to another corporation of the property of the Company as an
entirety or substantially as an entirety; then the Company, or such
successor or purchasing corporation, as the case may be, shall make
appropriate provision by amendment of this Agreement or otherwise so that
the holders of the Warrants then outstanding shall have the right at any
time thereafter, upon exercise of such Warrants, to purchase the kind and
amount of shares of stock and other securities and property receivable upon
such reclassification, change, consolidation, merger, sale or conveyance as
would be received by a holder of the number of shares of Common Stock
issuable upon exercise of such Warrant immediately prior to such
reclassification, change, consolidation, merger, sale or conveyance. Such
provision shall provide for adjustments which shall be as nearly equivalent
as may be practicable to the adjustments provided for in this Section 9.
The above provisions of this subparagraph 9B(3) shall similarly apply to
successive reclassifications, changes, consolidations, mergers, sales or
conveyances.
(4) Before taking any action which would cause an adjustment
decreasing the Warrant Exercise Price so that the Warrant Exercise Price is
below the then par value of the shares of Common Stock, the Company will
take any corporate action which may, in the opinion of its counsel, be
necessary in order that the
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Company may validly and legally issue fully paid and nonassessable Shares
of Common Stock at the Warrant Exercise Price as so adjusted.
(5) Whenever the Warrant Exercise Price then in effect is adjusted as
herein provided, the Company shall mail to each holder of the Warrants at
such holder's address as it shall appear on the books of the Company a
statement setting forth the adjusted Warrant Exercise Price then and
thereafter effective under the provisions hereof, together with the facts,
in reasonable detail, upon which such adjustment is based.
(6) In case (i) the Company shall declare a dividend (or any other
distribution) on its Common Stock payable otherwise than in cash out of its
current or retained earnings, or (ii) the Company shall authorize the
granting to the holders of its Common Stock of rights to subscribe for or
purchase any shares of capital stock of any class or of any other rights,
or (iii) there is to be any reclassification of the Common Stock of the
Company (other than a subdivision or combination of its outstanding shares
of Common Stock), or any consolidation or merger to which the Company is a
party and for which approval of any shareholders of the Company is
required, or (iv) any distribution is to be made on or in respect of the
Common Stock in connection with the dissolution, liquidation or winding up
of the Company, then the Company shall mail to each holder of Warrants at
such holder's address as it shall appear on the books of the Company, at
least twenty days (or ten days in any case specified in clause (i) or (ii)
above) prior to the applicable record date hereinafter specified, a notice
stating (x) the record date for such dividend, distribution or rights, or,
if a record is not to be taken, the date as of which the holders of Common
Stock of record to be entitled to such dividend, distribution or rights are
to be determined, or (y) the date on which such reclassification,
consolidation, merger, dissolution, liquidation or winding up is expected
to become effective, and the date as of which it is expected that holders
of Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities or other property deliverable upon such
reclassification, consolidation, merger, dissolution, liquidation or
winding up. No failure to mail such notice nor any defect therein or in the
mailing thereof shall affect any such transaction or any adjustment in the
Warrant Exercise Price required by this Section 9.
SECTION 10. Notice to Warrantholders. Nothing contained in this Agreement
or in any of the Warrants shall be construed as conferring upon the holders
thereof the right to vote or to consent or to receive notice as shareholders in
respect of the meetings of shareholders or the election of directors of the
Company or any other matter, or any rights whatsoever as shareholders of the
Company.
- 11 -
SECTION 11. Certain Covenants of the Company.
A. So long as any unexpired Warrants remain outstanding and if required in
order to comply with the Securities Act of 1933, as amended (the "Act"), the
Company covenants and agrees that it will file such post-effective amendments to
the registration statement filed pursuant to the Act with respect to the
Warrants (File No. 333- ) (or such other registration statements or
post-effective amendments or supplements) as may be necessary to permit the
Company to deliver to each person exercising a Warrant a prospectus meeting the
requirements of Section 10(a)(3) of the Act and otherwise complying therewith,
and will deliver such a prospectus to each such person. The Company further
covenants and agrees that it will obtain and keep effective all permits,
consents and approvals of governmental agencies and authorities, and will use
its best efforts to take all action which may be necessary to qualify the Shares
for sale under the securities laws of such of the United States, as may be
necessary to permit the free exercise of the Warrants, and the issuance, sale,
transfer and delivery of the Shares issued upon exercise of the Warrants, and to
maintain such qualifications during the entire period in which the Warrants are
exercisable.
B. The Company covenants and agrees that it shall take all such action as
may be necessary to ensure that all Shares will at the time of delivery of
certificates for such Shares (subject to payment of the Warrant Exercise Price)
be duly and validly authorized and issued and fully paid and nonassessable
Shares, free from any preemptive rights and taxes, liens, charges and security
interests created by or imposed upon the Company.
C. The Company covenants and agrees that it will take all action which may
be necessary to cause the Shares to be duly listed on the New York Stock
Exchange or any securities exchange on which the other shares of Common Stock of
the Company are listed or on the National Market System of NASDAQ at the dates
of exercise of the Warrants.
SECTION 12. Disposition of Proceeds, etc.
A. The Warrant Agent shall account promptly to the Company with respect to
Warrants exercised and concurrently pay to the Company all moneys received by
the Warrant Agent for the purchase of Shares through the exercise of such
Warrants.
B. The Warrant Agent shall keep copies of this Agreement available for
inspection by holders of Warrants during normal business hours at its principal
office in the City of __________,____.
SECTION 13. Merger or Consolidation or Change of Name of Warrant Agent. Any
corporation into which the Warrant Agent may be merged or with which it may be
consolidated,
- 12 -
or any corporation resulting from any merger or consolidation to which the
Warrant Agent shall be a party, or any corporation succeeding to the corporate
trust business of the Warrant Agent, shall be the successor to the Warrant Agent
hereunder without the execution or filing of any paper or any further act on the
part of any of the parties hereto, provided that such corporation would be
eligible for appointment as a successor Warrant Agent under the provisions of
Section 15 of this Agreement. In case at the time such successor to the Warrant
Agent shall succeed to the agency created by this Agreement, and if any of the
Warrants shall have been countersigned but not delivered, any such successor to
the Warrant Agent may adopt the countersignature of the original Warrant Agent
and deliver such Warrants so countersigned; and in case at that time any of the
Warrants shall not have been countersigned, any successor to the Warrant Agent
may countersign such Warrants either in the name of the predecessor Warrant
Agent or in the name of the successor Warrant Agent; and in all such cases such
Warrant shall have the full force provided in the Warrants and in this
Agreement.
In case at any time the name of the Warrant Agent shall be changed and at
such time any of the Warrants shall have been countersigned but not delivered,
the Warrant Agent may adopt the countersignature under its prior name and
deliver Warrants so countersigned; and in case at that time any of the Warrants
shall not have been countersigned, the Warrant Agent may countersign such
Warrants either in its prior name or in its changed name; and in all such cases
such Warrants shall have the full force provided in the Warrants and in this
Agreement.
SECTION 14. Duties of Warrant Agent. The Warrant Agent undertakes the
duties and obligations imposed by this Agreement upon the following terms and
conditions, by all of which the Company and the holders of Warrants, by their
acceptance thereof, shall be bound:
A. The statements contained herein and in the Warrants shall be taken
as statements of the Company, and the Warrant Agent assumes no
responsibility for the correctness of any of the same except such as
describe the Warrant Agent or action taken or to be taken by it. The
Warrant Agent assumes no responsibility with respect to the distribution of
the Warrants except as herein otherwise provided.
B. The Warrant Agent shall not be responsible for any failure of the
Company to comply with any of the covenants contained in this Agreement or
in the Warrants to be complied with by the Company.
C. The Warrant Agent may execute and exercise any of the rights or
powers hereby vested in it or perform any duty hereunder either itself or
by or through its attorneys, agents or employees, and the Warrant Agent
shall not be answerable or accountable for any act, default, neglect or
misconduct of any such attorneys, agents or employees or for any loss to
the Company resulting from such neglect or misconduct, provided reasonable
care shall have been exercised in the selection and continued employment
thereof.
- 13 -
D. The Warrant Agent may consult at any time with counsel
satisfactory to it (who may be counsel for the Company), and the Warrant
Agent shall incur no liability or responsibility to the Company or to any
holder of any Warrant in respect of any action taken, suffered or omitted
by it hereunder in good faith and in accordance with the opinion or the
advice of such counsel.
E. The Warrant Agent shall incur no liability or responsibility to
the Company or to any holder of any Warrant for any action taken in
reliance on any notice, resolution, waiver, consent, order, certificate, or
other paper, document or instrument believed by it to be genuine and to
have been signed, sent or presented by the proper party or parties.
F. The Company agrees to pay to the Warrant Agent reasonable
compensation for all services rendered by the Warrant Agent in the
execution of this Agreement, to reimburse the Warrant Agent for all
expenses, taxes and governmental charges and other charges of any kind and
nature incurred by the Warrant Agent in the execution of this Agreement and
to indemnify the Warrant Agent and save it harmless against any and all
liabilities, including judgments, costs and counsel fees, for anything done
or omitted by the Warrant Agent in the execution of this Agreement except
as a result of the Warrant Agent's gross negligence or bad faith.
G. The Warrant Agent shall be under no obligation to institute any
action, suit or legal proceeding or to take any other action likely to
involve expense unless the Company or one or more registered holders of
Warrants shall furnish the Warrant Agent with reasonable security and
indemnity for any costs and expenses which may be incurred, but this
provision shall not affect the power of the Warrant Agent to take such
action as the Warrant Agent may consider proper, whether with or without
any such security or indemnity. All rights of action under this Agreement
or under any of the Warrants may be enforced by the Warrant Agent without
the possession of any of the Warrants or the production thereof at any
trial or other proceeding relative thereto, and any such action, suit or
proceeding instituted by the Warrant Agent shall be brought in its name as
Warrant Agent, and any recovery of judgment shall be for the ratable
benefit of the registered holders of the Warrants, as their respective
rights or interests may appear.
H. The Warrant Agent and any shareholder, director, officer or
employee of the Warrant Agent may buy, sell or deal in any of the Warrants
or other securities of the Company or become pecuniarily interested in any
transaction in which the Company may be interested, or contract with or
lend money to or otherwise act as fully and freely as though it were not
Warrant Agent under this Agreement. Nothing herein shall preclude the
Warrant Agent from acting in any other capacity for the Company or for any
other legal entity.
- 14 -
I. The Warrant Agent shall act hereunder solely as agent and not in a
ministerial capacity, and its duties shall be determined solely by the
provisions hereof. The Warrant Agent shall not be liable for anything which
it may do or refrain from doing in connection with this Agreement except
for its own gross negligence or bad faith.
SECTION 15. Change of Warrant Agent. The Warrant Agent may resign and be
discharged from its duties under this Agreement by giving to the Company notice
in writing, and to the holders of the Warrants notice by publication, of such
resignation, specifying a date when such resignation shall take effect, which
notice shall be published at the expense of the Company at least once a week for
two consecutive weeks in a newspaper of general circulation in the City of
[City] prior to the date so specified. The Warrant Agent may be removed by the
Company by like notice from the Company to the Warrant Agent and the holders of
Warrants at the expense of the Company. If the Warrant Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company shall appoint
a successor to the Warrant Agent. If the Company shall fail to make such
appointment within a period of 30 days after such removal or after it has been
notified in writing of such resignation or incapacity by the resigning or
incapacitated Warrant Agent or by the registered holder of a Warrant (who shall,
with such notice, submit his Warrant for inspection by the Company), then, at
the expense of the Company, the Warrant Agent or the registered holder of any
Warrant may apply to any court of competent jurisdiction for the appointment of
a successor to the Warrant Agent. Any successor Warrant Agent, whether appointed
by the Company or by such a court, shall be a bank or trust company, in good
standing, incorporated under the laws of any State or of the United States of
America, having at the time of its appointment as Warrant Agent a combined
capital and surplus of at least $100,000,000. After appointment the successor
Warrant Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Warrant Agent without
further act or deed; but the former Warrant Agent shall deliver and transfer to
the successor Warrant Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose. Failure to file or publish any notice provided for in this Section,
however, or any defect therein, shall not affect the legality or validity of the
resignation or removal of the Warrant Agent or the appointment of the successor
Warrant Agent, as the case may be.
SECTION 16. Identity of Transfer Agent. Forthwith upon the appointment of
any Transfer Agent for the Shares or of any subsequent Transfer Agent for Shares
issuable upon the exercise of the rights of purchase represented by the
Warrants, the Company will file with the Warrant Agent a statement setting forth
the name and address of such Transfer Agent.
SECTION 17. Notices. Any notice pursuant to this Agreement to be given or
made by the Warrant Agent or by the registered holder of any Warrant to or on
the Company shall be sufficiently given or made if sent by first-class mail,
postage prepaid, addressed (until another address is filed in writing by the
Company with the Warrant Agent) as follows:
- 15 -
United HealthCare Corporation
300 Opus Center
0000 Xxxx Xxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxx 00000
Attn: Secretary
Any notice pursuant to this Agreement to be given or made by the Company or by
the registered holder of any Warrant to or on the Warrant Agent shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed (until another address is filed in writing by the Warrant Agent with
the Company) as follows:
-----------------------------
-----------------------------
-----------------------------
Any notice pursuant to this Agreement to be given or made by the Company or
the Warrant Agent to the registered holder of any Warrant shall be sufficiently
given or made (unless otherwise specifically provided for herein) if sent by
first-class mail, postage prepaid, addressed to said registered holder at his
address appearing on the Warrant register.
SECTION 18. Supplements and Amendments. The Company and the Warrant Agent
may from time to time supplement or amend this Agreement without the approval of
any holders of Warrants in order to cure any ambiguity or to correct or
supplement any provision contained herein which may be defective or inconsistent
with any other provision herein, or to make any other provisions in regard to
matters or questions arising hereunder which the Company and the Warrant Agent
may deem necessary or desirable and which will not materially adversely affect
the interest of the registered holders of the Warrants.
SECTION 19. Successors. All the covenants and provisions of this Agreement
by or for the benefit of the Company or the Warrant Agent shall bind and inure
to the benefit of their respective successors and assigns hereunder.
SECTION 20. Governing Law. This Agreement and each Warrant Certificate
issued hereunder shall be governed by and construed in accordance with the laws
of the State of [___________].
SECTION 21. Benefits of This Agreement. Nothing in this Agreement shall be
construed to give to any person or entity other than the Company and the Warrant
Agent and the holders of Warrants any legal or equitable right, remedy or claim
under this Agreement, but this Agreement shall be for the sole and exclusive
benefit of the Company and the Warrant Agent and the holders of Warrants.
SECTION 22. Counterparts. This Agreement may be executed in any number of
counterparts, and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
- 16 -
[IF THE WARRANTS ARE SUBJECT TO ACCELERATION BY THE COMPANY, INSERT
SECTION 23. Acceleration of Warrants by the Company.
A. At any time on or after , the Company shall have the right to accelerate
any or all Warrants at any time by causing them to expire at the close of
business on the day next preceding a specified date (the "Acceleration Date"),
if the Market Price (as hereinafter defined) of the Common Stock equals or
exceeds percent ( %) of the then effective Warrant Exercise Price, adjusted as
if no changes in such Warrant Exercise Price had been made pursuant to
subsection 9B, on any 20 Trading Days (as hereinafter defined) within a period
of 30 consecutive Trading Days ending no more than five Trading Days prior to
the date on which the Company gives notice to the Warrant Agent of its election
to accelerate the Warrants.
B. "Market Price" for each Trading Day shall be, if the Common Stock is
listed or admitted for trading on the New York Stock Exchange, the last reported
sale price, regular way (or, if no such price is reported, the average of the
reported closing bid and asked prices, regular way) of Common Stock, in either
case as reported on the New York Stock Exchange Composite Tape or, if the Common
Stock is not listed or admitted to trading on the New York Stock Exchange, on
the principal national securities exchange on which Common Stock is not listed
or admitted to trading or, if not listed or admitted to trading on any national
securities exchange, on the National Market System of NASDAQ or, if not listed
or admitted to trading on any national securities exchange or quoted on the
National Market System of NASDAQ, the average of the closing high bid and low
asked prices in the over-the-counter market, as reported by NASDAQ, or such
other system then in use, or if on any such date the Shares of Common Stock are
not quoted by any such organization, the average of the closing bid and asked
prices as furnished by any New York Stock Exchange firm selected from time to
time by the Company for that purpose. "Trading Day" shall be each Monday through
Friday, other than any day on which securities are not traded in the system or
on the exchange that is the principal market for the Common Stock, as determined
by the Board of Directors of the Company.
C. In the event of an acceleration of less than all of the Warrants, the
Warrant Agent shall select the Warrants to be accelerated by lot, pro rata or in
such other manner as it deems, in its discretion, to be fair and appropriate.
D. Notice of an acceleration specifying the Acceleration Date shall be sent
by mailing first class, postage prepaid, to each registered holder of a Warrant
Certificate representing a Warrant accelerated at such holder's address
appearing on the Warrant register not more than 60 days nor less than 30 days
before the Acceleration Date. Such notice of an acceleration also shall be given
no more than 20 days, and no less than 10 days, prior to the mailing of notice
to registered holders of Warrants pursuant to this
- 17 -
Section, by publication at least once in a newspaper of general circulation
in the City of New York.
E. Any Warrant accelerated may be exercised until [_____] p.m., [City]
time, on the business day next preceding the Acceleration Date. The Warrant
Exercise Price shall be payable as provided in Section 5]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first above written.
UNITED HEALTHCARE CORPORATION
By
---------------------------
Its
------------------------
Attest:
--------------------
-------------------------, as
Warrant Agent
By
---------------------------
Its
------------------------
Attest:
--------------------
- 18 -
Exhibit A
FORM OF WARRANT CERTIFICATE
[Face of Warrant Certificate]
[If Warrants are attached to Prior to ________, this Warrant Certificate
Other Securities and are not cannot be transferred or exchanged unless
immediately detachable. attached to a [Title of Other Securities].]
[Form of Legend if Warrants are Prior to ________, Warrants evidenced by
not immediately exercisable. this Warrant Certificate cannot be exercised.]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN
VOID AFTER [______] P.M., [CITY] TIME, ON __________,____
UNITED HEALTHCARE CORPORATION
Warrants to Purchase
Warrant Certificate Representing
[Title of Warrant Securities]
No._____ _________ Warrants
This certifies that ___________ or registered assigns is the registered
owner of the above indicated number of Warrants, each Warrant entitling such
owner [if Warrants are attached to Other Securities and are not immediately
detachable - , subject to the registered owner qualifying as a "Holder" of this
Warrant Certificate, as hereinafter defined) to purchase, at any time [after
[_____] P.M., [City] time, on _______ and] on or before [_____] P.M., [City]
time, on _____________, __________ shares of [Title of Warrant Securities] (the
"Warrant Securities"), of United HealthCare Corporation (the "Company") on the
following basis: during the period from ____________, through and including
__________, the exercise price of each Warrant will be _____________; during the
period from ___________, through and including ___________, the exercise price
of each warrant will be _________(the "Warrant Price"). No adjustment shall be
made for any dividends on any Warrant Securities issuable upon exercise of any
Warrant. The Holder may exercise the Warrants evidenced hereby by providing
A-1
certain information set forth on the back hereof and by paying in full [in
lawful money of the United States of America] [in cash or by certified check or
official bank check or by bank wire transfer, in each case,] [by bank wire
transfer] in immediately available funds, the Warrant Price for each Warrant
exercised to the Warrant Agent (as hereinafter defined) and by surrendering this
Warrant Certificate, with the purchase form on the back hereof duly executed, at
the corporate trust office of [name of Warrant Agent], or its successor as
warrant agent (the "Warrant Agent"), [or __________], which is, on the date
hereof, at the address specified on the reverse hereof, and upon compliance with
and subject to the conditions set forth herein and in the Warrant Agreement (as
hereinafter defined).
The term "Holder" as used herein shall mean [if Warrants are attached to
Other Securities and are not immediately detachable - prior to ______, ______
(the "Detachable Date"), the registered owner of the Company's [title of Other
Securities] to which this Warrant Certificate was initially attached, and after
such Detachable Date,] the person in whose name at the time this Warrant
Certificate shall be registered upon the books to be maintained by the Warrant
Agent for that purpose pursuant to Section 4.01 of the Warrant Agreement.
Any whole number of Warrants evidenced by this Warrant Certificate may be
exercised to purchase Warrant Securities in registered form. Upon any exercise
of fewer than all of the Warrants evidenced by this Warrant Certificate, there
shall be issued to the Holder hereof a new Warrant Certificate evidencing the
number of Warrants remaining unexercised.
This Warrant Certificate is issued under and in accordance with the Warrant
Agreement dated as of ________,____ (the "Warrant Agreement") between the
Company and the Warrant Agent and is subject to the terms and provisions
contained in the Warrant Agreement, to all of which terms and provisions the
Holder of this Warrant Certificate consents by acceptance hereof. Copies of the
Warrant Agreement are on file at the above-mentioned office of the Warrant Agent
[and at __________].
[if Warrants are attached to Other Securities and are not immediately
detachable - Prior to the Detachable Date, this Warrant Certificate may be
exchanged or transferred only together with the [Title of Other Securities] (the
"Other Securities") to which this Warrant Certificate was initially attached,
and only for the purpose of effecting, or in conjunction with, an exchange or
transfer of such Offered Security. Additionally, on or prior to the Detachable
Date, each transfer of such Other Security or the register of the Other
Securities shall operate also to transfer this Warrant Certificate. After such
date, transfer of this] [if Warrants are attached to Other Securities and are
not immediately detachable - Transfer of this] Warrant Certificate may be
registered when this Warrant Certificate is surrendered at the corporate trust
office of the Warrant Agent [or ________] by the registered owner of such
owner's assigns, in person or by an attorney duly authorized in writing, in the
manner and subject to the limitations provided in the Warrant Agreement.
[If Other Securities with Warrants which are not immediately detachable -
Except as provided in the immediately preceding paragraph, after] [if Other
Securities with Warrants which
A-2
are immediately detachable or Warrant alone - After] countersignature by the
Warrant Agent and prior to the expiration of this Warrant Certificate, this
Warrant Certificate may be exchanged at the corporate trust office of the
Warrant Agent [or _______] for Warrant Certificates representing the same
aggregate number of Warrants.
This Warrant Certificate shall not entitle the Holder hereof to any of the
rights of a holder of the Warrant Securities, including, without limitation, the
right to receive payments of dividends or distributions, if any, on the Warrant
Securities or to exercise any voting rights.
This Warrant Certificate shall not be valid or obligatory for any purpose
until countersigned by the Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed in
its name and on its behalf by the facsimile signatures of its duly authorized
officers.
Dated: _____________,____
UNITED HEALTHCARE CORPORATION
By
------------------------------
Its
---------------------------
Attest:
--------------------------
Countersigned:
--------------------------
As Warrant Agent
By
------------------------
Authorized Signature
A-3
[Reverse of Warrant Certificate]
(Instructions for Exercise of Warrant)
To exercise the Warrants evidenced hereby, the Holder must pay [in United
States dollars] [in cash or by certified check or official bank check or by bank
wire transfer, in each case] [by bank wire transfer in immediately available
funds], the Warrant Price in full for Warrants exercised, to [Warrant Agent]
[address of Warrant Agent], Attn: ___________, which payment must specify the
name of the Holder and the number of Warrants exercised by such Holder. In
addition, the Holder must complete the information required below and present
this Warrant Certificate in person or by mail (certified or registered mail is
recommended) to the Warrant Agent at the appropriate address set forth below.
This Warrant Certificate, completed and duly executed, must be received by the
Warrant Agent within five business days of the payment.
To Be Executed Upon Exercise of Warrant
The undersigned hereby irrevocably elects to exercise _________ Warrants,
evidenced by this Warrant Certificate, to purchase _________ shares of the
[Title of Warrant Securities] (the "Warrant Securities") of United HealthCare
Corporation and represents that he has tendered payment for such Warrant
Securities [in Dollars] [in cash or by certified check or official bank check or
by bank wire transfer, in each case] [by bank wire transfer in immediately
available funds] to the order of United HealthCare Corporation, c/o [insert name
and address of Warrant Agent], in the amount of _________ in accordance with the
terms hereof. The undersigned requests that said principal amount of Warrant
Securities be in fully registered form in the authorized denominations,
registered in such names and delivered all as specified in accordance with the
instructions set forth below.
If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued and delivered to
the undersigned unless otherwise specified in the instructions below.
Dated: Name:
--------------------------
(Please Print)
Address
--------------------------------
(Insert Social Security or Other
Identifying Number of Holder)
A-4
Signature Guaranteed
-------------------------------------------
Signature
[For registered Warrants -- Signature must
conform in all respects to name of holder
as specified on the face of this Warrant
Certificate and must bear a signature
guarantee by a bank, trust company or
member broker of the New York, Midwest or
Pacific Stock Exchange)
This Warrant may be exercised at the following addresses:
By hand at
By mail at
[Instructions as to form and delivery of Warrant Securities and, if
applicable, Warrant Certificates evidencing unexercised Warrants - complete as
appropriate.]
A-5
ASSIGNMENT
(Form of assignment to be executed if
Warrant Holder desires to transfer Warrant)
FOR VALUE RECEIVED, ___________ hereby sells, assigns and transfers unto:
--------------------------------------------------------------------------------
Print or Type Name
--------------------------------------------------------------------------------
Xxxxxx Xxxxxxx
--------------------------------------------------------------------------------
Xxxx Xxxxx Zip Code
--------------------------------------------------------------------------------
Social Security or other Identifying Number
the right represented by the within Warrant to purchase _____ Shares of Common
Stock ($_____ par value) of United HealthCare Corporation to which the within
Warrant relates and appoints ______________ attorney to transfer such right on
the books of the Warrant Agent with full power of substitution in the premises.
Dated:_____________
-----------------------------------
Signature
(Signature must conform in all
respects to name of holder as
specified on the face of the Warrant)
Signature Guaranteed
-----------------------------
A-6
