Exhibit 4.1
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR
TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION
REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH
RESPECT THERETO.
COMMON STOCK PURCHASE WARRANT
Warrant No.00-3
Number of Shares: 50,000
REPLIGEN CORPORATION
Void after July 24, 2003
1. ISSUANCE. This Warrant is issued to The Regents of the University of
Michigan ("UM") on this 24th day of July, 2000 (the "Original Issue
Date") by Repligen Corporation, a Delaware corporation (hereinafter with its
successors called the "Company").
2. PURCHASE PRICE; NUMBER OF SHARES. Subject to the terms and conditions
hereinafter set forth, the registered holder of this Warrant (the "Holder"),
commencing on the date hereof, is entitled upon surrender of this Warrant with
the subscription form annexed hereto duly executed, at the office of the
Company, 000 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000, or such other office as the
Company shall notify the Holder of in writing, to purchase from the Company at a
price per share of $7.125 (the "Purchase Price"), 50,000 fully paid and
nonassessable shares of Common Stock, $.01 par value per share, of the Company
(the "Common Stock"). Until such time as this Warrant is exercised in full or
expires, the Purchase Price and the securities issuable upon exercise of this
Warrant are subject to adjustment as hereinafter provided.
3. PAYMENT OF PURCHASE PRICE. The Purchase Price may be paid in cash or by
certified, cashier's, treasurer's or bank check payable to the order of Repligen
Corporation
4. PARTIAL EXERCISE. This Warrant may be exercised in part, and the Holder
shall be entitled to receive a new warrant, which shall be dated as of the date
of this Warrant, covering the number of shares in respect of which this Warrant
shall not have been exercised.
5. ISSUANCE DATE. The person or persons in whose name or names any
certificate representing shares of Common Stock is issued hereunder shall be
deemed to have become the holder of record of the shares represented thereby as
at the close of business on the date this Warrant is exercised with respect to
such shares, whether or not the transfer books of the Company shall be closed.
6. EXPIRATION DATE. This Warrant shall expire at the close of business on
July 24, 2003, and shall be void thereafter.
7. RESERVED SHARES; VALID ISSUANCE. The Company covenants that it will at
all times from and after the date hereof reserve and keep available such number
of its authorized shares of Common Stock, free from all preemptive or similar
rights therein, as will be sufficient to permit the exercise of this Warrant in
full. The Company further covenants that such shares as may be issued pursuant
to the exercise of this Warrant will, upon issuance, be duly and validly issued,
fully paid and nonassessable and free from all taxes, liens and charges with
respect to the issuance thereof other than those caused or suffered by the
Holder hereof.
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8. DIVIDENDS. If after the Original Issue Date the Company shall subdivide
the Common Stock, by split-up or otherwise, or combine the Common Stock, or
issue additional shares of Common Stock in payment of a stock dividend on the
Common Stock, the number of shares issuable on the exercise of this Warrant
shall forthwith be proportionately increased in the case of a subdivision or
stock dividend, or proportionately decreased in the case of a combination, and
the Purchase Price shall forthwith be proportionately decreased in the case of a
subdivision or stock dividend, or proportionately increased in the case of a
combination.
9. MERGERS AND RECLASSIFICATIONS. If after the Original Issue Date there
shall be any reclassification, capital reorganization or change of the Common
Stock (other than as a result of a subdivision, combination or stock dividend
provided for in Section 8 hereof), or any consolidation of the Company with, or
merger of the Company into, another corporation or other business organization
(other than a consolidation or merger in which the Company is the continuing
corporation and which does not result in any reclassification or change of the
outstanding Common Stock), or any sale or conveyance to another corporation or
other business organization of all or substantially all of the assets of the
Company, then, as a condition of such reclassification, reorganization, change,
consolidation, merger, sale or conveyance, lawful provisions shall be made, and
duly executed documents evidencing the same from the Company or its successor
shall be delivered to the Holder, so that the Holder shall thereafter have the
right to purchase, at a total price not to exceed that payable upon the exercise
of this Warrant in full, the kind and amount of shares of stock and other
securities and property receivable upon such reclassification, reorganization,
change, consolidation, merger, sale or conveyance by a holder of the number of
shares of Common Stock which might have been purchased by the Holder immediately
prior to such reclassification, reorganization, change, consolidation, merger,
sale or conveyance, and in any such case appropriate provisions shall be made
with respect to the rights and interest of the Holder to the end that the
provisions hereof (including without limitation, provisions for the adjustment
of the Purchase Price and the number of shares issuable hereunder) shall
thereafter be applicable in relation to any shares of stock or other securities
and property thereafter deliverable upon exercise hereof.
10. FRACTIONAL SHARES. In no event shall any fractional share of Common
Stock be issued upon any exercise of this Warrant. If, upon exercise of this
Warrant as an entirety, the Holder would, except as provided in this Section 10,
be entitled to receive a fractional share of Common Stock, then the Company
shall issue the next higher number of full shares of Common Stock, issuing a
full share with respect to such fractional share.
11. CERTIFICATE OF ADJUSTMENT. Whenever the Purchase Price is adjusted, as
herein provided, the Company shall promptly deliver to the Holder a certificate
of a firm of independent public accountants setting forth the Purchase Price
after such adjustment and setting forth a brief statement of the facts requiring
such adjustment.
12. NOTICES OF RECORD DATE, ETC. In the event of:
(a) any taking by the Company of a record of the holders of any class of
securities for the purpose of determining the holders thereof who are entitled
to receive any dividend or other distribution, or any right to subscribe for,
purchase or otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right,
(b) any reclassification of the capital stock of the Company, capital
reorganization of the Company, consolidation or merger involving the Company, or
sale or conveyance of all or substantially all of its assets, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of
the Company,
then and in each such event the Company will mail or cause to be mailed to the
Holder a notice specifying (i) the date on which any such record is to be taken
for the purpose of such dividend, distribution or right, and stating the amount
and character of such dividend, distribution or right, or (ii) the date on which
any such reclassification, reorganization, consolidation, merger, sale or
conveyance, dissolution, liquidation or
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winding-up is to take place, and the time, if any is to be fixed, as of which
the holders of record in respect of such event are to be determined. Such notice
shall be mailed at least twenty (20) days prior to the date specified in such
notice on which any such action is to be taken.
13. AMENDMENT. The terms of this Warrant may be amended, modified or waived
only with the written consent of the Company and the Holder hereof.
14. WARRANT REGISTER; TRANSFERS, ETC.
A. The Company will maintain a register containing the names and addresses
of the registered holders of the Warrant. The Holder may change its address as
shown on the warrant register by written notice to the Company requesting such
change. Any notice or written communication required or permitted to be given to
the Holder may be given by certified mail or delivered to the Holder at its
address as shown on the warrant register.
B. Subject to compliance with applicable federal and state securities laws,
this Warrant may be transferred by the Holder with respect to any or all of the
shares purchasable hereunder. Upon surrender of this Warrant to the Company,
together with the assignment hereof properly endorsed, for transfer of this
Warrant as an entirety by the Holder, the Company shall issue a new warrant of
the same denomination to the assignee. Upon surrender of this Warrant to the
Company, together with the assignment hereof properly endorsed, by the Holder
for transfer with respect to a portion of the shares of Common Stock purchasable
hereunder, the Company shall issue a new warrant to the assignee, in such
denomination as shall be requested by the Holder hereof, and shall issue to such
Holder a new warrant covering the number of shares in respect of which this
Warrant shall not have been transferred.
C. In case this Warrant shall be mutilated, lost, stolen or destroyed, the
Company shall issue a new warrant of like tenor and denomination and deliver the
same (i) in exchange and substitution for and upon surrender and cancellation of
any mutilated Warrant, or (ii) in lieu of any Warrant lost, stolen or destroyed,
upon receipt of evidence reasonably satisfactory to the Company of the loss,
theft or destruction of such Warrant (including a reasonably detailed affidavit
with respect to the circumstances of any loss, theft or destruction) and of
indemnity reasonably satisfactory to the Company.
15. REGISTRATION OF COMMON STOCK WARRANT SHARES. Company will use
commercially reasonable efforts as promptly as practicable after full exercise
of this Warrant to file a registration statement with the Securities and
Exchange Commission ("SEC") to register the shares of Common Stock purchased
upon exercise of this Warrant (the " Warrant Shares") for resale in accordance
with applicable federal securities laws, and will use commercially reasonable
efforts to maintain the effectiveness of such registration statement until the
earlier of (i) the expiration of one year holding period relating to the Warrant
Shares under Rule 144 of the Securities Act of 1933 (the "Securities Act"), or
(ii) the date all such Warrant Shares have been sold by UM, provided that in the
event that Company has not remained current with its filing of quarterly, annual
or other reports with the SEC as required by the Exchange Act of 1934 and/or
Rule 144 (c) (1) of the Securities Act, the Company shall use commercially
reasonable efforts to maintain the effectiveness of such registration statement
until the expiration of a two year holding period relating to the Warrant Shares
under Rule 144 of the Securities Act.
16. NO IMPAIRMENT. The Company will not, by amendment of its certificate of
incorporation, as amended or through any reclassification, capital
reorganization, consolidation, merger, sale or conveyance of assets,
dissolution, liquidation, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder.
17. GOVERNING LAW. The provisions and terms of this Warrant shall be
governed by and construed in accordance with the internal laws of
the Commonwealth of Massachusetts.
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18. SUCCESSORS AND ASSIGNS. This Warrant shall be binding upon the
Company's successors and assigns and shall inure to the
benefit of the Holder's successors, legal representatives and permitted assigns.
19. BUSINESS DAYS. If the last or appointed day for the taking of any
action required or the expiration of any right granted herein shall be a
Saturday or Sunday or a legal holiday in the Commonwealth of Massachusetts, then
such action may be taken or right may be exercised on the next succeeding day
which is not a Saturday or Sunday or such a legal holiday.
Dated: July 24, 2000 REPLIGEN CORPORATION
(Corporate Seal) By: /s/ XXXXXX XXXXXXX
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Name: Xxxxxx Xxxxxxx
Title: President and CEO
Attest:
/s/ Xxxxxxx Xxxxxx Day
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To:____________________ Date:_________________________
The undersigned hereby subscribes for __________ shares of Common Stock
covered by this Warrant. The certificate(s) for such shares shall be issued in
the name of the undersigned or as otherwise indicated below:
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Signature
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Name for Registration
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Mailing Address
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