EXHIBIT 10.18
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY
NOT BE OFFERED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE THEREWITH.
THE WARRANT REPRESENTED BY THIS INSTRUMENT IS SUBJECT TO THE PROVISIONS OF A
SECURITY HOLDER'S AGREEMENT DATED AS OF MARCH 8TH, 1996, BY AND BETWEEN THE
COMPANY AND THE HOLDER NAMED THEREIN, AS IT MAY BE AMENDED FROM TIME TO TIME, A
COPY OF WHICH IS ON FILE AT THE OFFICES OF THE CORPORATION.
ACCESS RADIOLOGY CORPORATION
COMMON STOCK PURCHASE WARRANT
WARRANT NO. __________ SHARES DATE:_______
HOLDER:
1. Right to Purchase; Exercise Price. Subject to the terms and conditions
---------------------------------
set forth herein, the holder of this Warrant shall have the right to purchase
from ACCESS RADIOLOGY CORPORATION (the "Company"), and the Company shall issue
and sell to ____________________ ("the Holder"),( , ) fully paid and non-
----------
assessable shares of Common Stock of the Company at a price of $.50 per share
(the "Exercise Price"). This Warrant may be exercised in whole or in part on any
business day on or after the date of issue until the close of business on March
31, 2001, after which this Warrant shall cease to be exerciseable. The Exercise
Price and the number of shares of Common Stock issuable upon exercise of this
Warrant are subject to adjustment as provided in Section 3.
2. Procedure For Exercise. (a) This Warrant shall be exercised by
----------------------
surrender to the Company at its principal office of this Warrant, with the form
of election to purchase set forth as Exhibit 1 duly completed and signed by the
holder, and upon payment of the Exercise Price to the Company by certified or
official bank check or by wire transfer. Upon receipt of this Warrant, with the
form of election to purchase set forth as Exhibit 1 duly completed and executed
by the holder, and payment of the Exercise Price as provided above, the Company
will promptly deliver to the holder a certificate for the Common Stock issuable
upon exercise, registered in the name of the holder.
(b) In case the holder shall exercise this Warrant with respect to fewer
than all of the shares of Common Stock subject hereto, a new Warrant shall be
issued by the Company to the holder evidencing the right to purchase those
shares of Common Stock with respect to which this Warrant remains unexercised.
(c) If any fractional share of Common Stock would be delivered upon
exercise, the Company may issue such fractional share or pay to the holder an
amount in cash equal to the fair market value of such fractional share as
determined in good faith by the Board of Directors of the Company.
3. Adjustments. (a) In case the Company shall at any time subdivide (by
-----------
any stock split, stock dividend or otherwise) its outstanding shares of Common
Stock into a greater number of shares, the Exercise Price in effect immediately
prior to such subdivision shall be proportionately reduced, and, conversely, in
case the outstanding shares of Common Stock shall be combined into a smaller
number of shares, the Exercise Price in effect immediately prior to such
combination shall be proportionately increased.
________________________________________________________________________________
ACCESS Radiology Corporation Page 1 of 4
Warrant
(b) If any merger or consolidation of the Company with or into any other
entity, any sale or other disposition of all or substantially all of the
Company's assets, or any capital reorganization or reclassification of the
capital stock of the Company shall be effected, in any such case in such a way
that holders of Common Stock shall be entitled to receive stock, securities or
assets with respect to or in exchange for Common Stock, then, as a condition of
such merger or consolidation, sale or other disposition of assets or
reorganization or reclassification, lawful and adequate provision shall be made
whereby the holder of this Warrant shall thereupon have the right to receive,
upon the basis and upon the terms and conditions specified herein and in lieu of
the shares of Common Stock immediately theretofore receivable upon the exercise
of this Warrant, such shares of stock, securities or assets as may be issued or
payable with respect to or in exchange for a number of outstanding shares of
such Common Stock equal to the number of shares of such Common Stock immediately
theretofore receivable upon such exercise had such merger or consolidation, sale
or other disposition of all or substantially all assets or reorganization or
reclassification not taken place, and in any such case appropriate provisions
shall be made with respect to the rights and interests of the holder of this
Warrant to the end that the provisions hereof (including without limitation
provisions for adjustment of the Exercise Price) shall thereafter be applicable,
as nearly as may be, in relation to any shares of stock, securities or assets
thereafter deliverable upon the exercise hereof.
(c) Upon each adjustment of the Exercise Price pursuant to paragraph (a) of
this Section 3, this Warrant shall, after such adjustment, represent the right
to purchase, at the adjusted Exercise Price, a number of shares of Common Stock
obtained by (i) multiplying the number of shares purchasable upon the exercise
of this Warrant prior to such adjustment by the Exercise Price in effect prior
to such adjustment and (ii) dividing the product so obtained by the Exercise
Price in effect after such adjustment.
(d) Upon any adjustment of the Exercise Price or the number of shares of
Common Stock purchasable upon exercise of this Warrant, then and in each such
case the Company shall give written notice thereof, by delivery in person,
certified or registered mail, return receipt requested, telecopier or telex,
addressed to the holder of this Warrant at the address of such holder as shown
on the books of the Company, which notice shall state the Exercise Price and
number of shares resulting from such adjustment, setting forth in reasonable
detail the method upon which such calculation is based.
(e) In case at any time:
(1) the Company shall declare any dividend upon its Common Stock
payable in cash or stock or make any other distribution to the holders of its
Common Stock;
(2) the Company shall offer for subscription pro rata to the
--- ----
holders of its Common Stock any additional shares of stock of any class or other
rights;
(3) there shall be any capital reorganization or reclassification
of the capital stock of the Company, or a consolidation or merger of the Company
with or into another entity or entities, or a sale, lease, abandonment, transfer
or other disposition of all or substantially all of the assets of the Company;
or
(4) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company; then, in any one or more of said
cases, the Company shall give, by delivery in person, certified or registered
mail, return receipt requested, telecopier or telex, addressed to the holder at
the address of the holder as shown on the books of the Company, (a) at least 20
days' prior written notice of the date on which the books of the Company shall
close or a record shall be
________________________________________________________________________________
ACCESS Radiology Corporation Page 2 of 4
Warrant
taken for such dividend, distribution or subscription rights or for determining
rights to vote in respect of any such reorganization, reclassification,
consolidation, merger, disposition, dissolution, liquidation or winding up and
(b) in the case of such reorganization, reclassification, consolidation, merger,
disposition, dissolution, liquidation or winding up, at least 20 days' prior
written notice of the date when the same shall take place. Such notice in
accordance with the foregoing clause (a) shall also specify, in the case of any
such dividend, distribution or subscription rights, the date on which the
holders of Common Stock shall be entitled thereto and such notice in accordance
with the foregoing clause (b) shall also specify the date on which the holders
of Common Stock shall be entitled to exchange their Common Stock for securities
or other property deliverable upon such reorganization, reclassification,
consolidation, merger, disposition, dissolution, liquidation or winding up, as
the case may be.
(f) The Company will at all times reserve and keep available out of its
authorized Common Stock, solely for the purpose of issuance upon the exercise of
this Warrant as herein provided, such number of shares of Common Stock as shall
then be issuable upon the exercise in full of this Warrant. The Corporation
covenants that all shares of Common Stock which shall be so issued shall be duly
and validly issued and fully paid and nonassessable and free from all taxes,
liens and charges with respect to the issue thereof, and, without limiting the
generality of the foregoing, the Company covenants that it will from time to
time take all such action as may be requisite to assure that the par value per
share of the Common Stock is at all times equal to or less than the Exercise
Price in effect at the time. The Company will not take any action which results
in any adjustment of the Exercise Price if the total number of shares of Common
Stock issued and issuable after such action upon exercise of this Warrant would
exceed the total number of shares of Common Stock then authorized by the
Certificate of Incorporation.
(g) As used in this Warrant, the term "Common Stock" shall mean and include
the Company's authorized Common Stock, par value $.01 per share, as constituted
on the date of this Warrant, and shall also include any capital stock of any
class of the Company thereafter authorized which shall neither be limited to a
fixed sum or percentage in respect of the rights of the holders thereof to
participate in dividends nor entitled to a preference in the distribution of
assets upon the voluntary or involuntary liquidation, dissolution or winding up
of the Company; provided that the shares of Common Stock issuable upon exercise
of this Warrant shall include only shares designated as Common Stock of the
Company on the date of this Warrant, or in case of any reorganization or
reclassification of the outstanding shares thereof, the stock, securities or
assets provided for in paragraph 3(b).
4. Restrictions on Transfer. The holder understands that (i) this Warrant
------------------------
and the Common Stock issuable upon exercise hereof have not been registered
under the Securities Act of 1933 or any state securities law by reason of their
issuance in a transaction exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act") and such state laws,
(ii) this Warrant and the Common Stock issuable upon exercise hereof must be
held indefinitely unless a subsequent disposition thereof is registered under
the Securities Act and such state securities laws or is exempt from such
registration, (iii) this Warrant and the Common Stock issuable upon conversion
thereof will bear a legend to such effect, and (iv) the Company will make a
notation on its transfer books to such effect.
5. Miscellaneous. (a) This Warrant shall be governed by and construed in
-------------
accordance with the laws of the State of Delaware.
(b) This Warrant may be amended or modified, and any provision hereof may
be waived, with and only with the written consent of the Company and the holder.
________________________________________________________________________________
ACCESS Radiology Corporation Page 3 of 4
Warrant
(c) Subject to the restrictions on transfer contained herein, this Warrant
shall be binding upon and inure to the benefit of the parties and their
respective successors, assigns, heirs and personal representatives, and shall be
binding upon any permitted assignee or transferee of this Warrant.
(d) The titles and subtitles used in this Warrant are for convenience only
and are not to be considered in construing or interpreting any term or provision
of this Agreement.
IN WITNESS WHEREOF, this Warrant has been executed by ACCESS RADIOLOGY
CORPORATION as of the date first above written.
ACCESS RADIOLOGY CORPORATION
By:_____________________________
Xxxxx X. Xxxxxxx--President
________________________________________________________________________________
ACCESS Radiology Corporation Page 4 of 4
Warrant
Exhibit 1
to Form of Warrant
NOTICE OF EXERCISE
To ACCESS Radiology Corporation:
The undersigned, the holder of Common Stock Purchase Warrant No. of
--------
ACCESS Radiology Corporation (the "Company") hereby irrevocably elects to
exercise the holder's right to purchase ___________ shares of Common Stock of
the Company subject to such Warrant. The holder is delivering with this notice
the Warrant and payment of the aggregate exercise price of $__________ by
certified or official bank check or wire transfer as provided in the Warrant.
Signed:
__________________________________
Name of Holder:
__________________________________
Address:
__________________________________
__________________________________
