EXHIBIT 4.2
THIS SECURITY IS SUBJECT TO THE PROVISIONS OF THE INVESTMENT AND MASTER
STRATEGIC RELATIONSHIP AGREEMENT DATED AS OF OCTOBER 9, 1997 BETWEEN THE ISSUER
AND SYNTHELABO AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN ACCORDANCE
THEREWITH. A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICE OF THE CORPORATE
SECRETARY OF THE ISSUER. THIS SECURITY WAS SOLD IN A PRIVATE PLACEMENT, WITHOUT
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AND MAY BE OFFERED OR SOLD ONLY
IF REGISTERED UNDER THE SECURITIES ACT OF 1933 OR IF AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.
March 12, 1999
ANGEION CORPORATION
COMMON STOCK PURCHASE WARRANT
5,405,405 Shares
Capitalized terms used and not otherwise defined in this Common Stock
Purchase Warrant (this "Warrant") shall have the respective meanings assigned to
them in the Investment and Master Strategic Relationship Agreement dated as of
the 9th day of October, 1997, between Angeion Corporation, a Minnesota
corporation having its executive offices and principal place of business at 0000
Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx Xxxx, Xxxxxxxxx 00000 (the "Company"), and
Synthelabo, a French societe anonyme (the "Holder"), as the same may be
supplemented, modified, amended, renewed or restated from time to time (the
"Purchase Agreement").
The Company does hereby certify and agree that, for value received, the
Holder, its successors and assigns, hereby is entitled to purchase from the
Company 5,405,405 duly authorized, validly issued, fully paid and non-assessable
shares of Common Stock, par value $0.01 per share ("Common Stock"), of the
Company (the "Exercise Quantity") upon the terms and subject to the provisions
of this Warrant.
Section 1. Price and Exercise of Warrant.
1.1 Term of Warrant. This Warrant shall be exercisable for the period
commencing on the date hereof and ending at 4:30 p.m., New York City time, on
the third anniversary of the date hereof (the "Expiration Date").
1.2 Exercise Price. The price per share at which the shares of Common
Stock issuable upon exercise of this Warrant (the "Warrant Shares") shall be
$1.11 per share (the "Warrant Price").
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1.3 Exercise of Warrant. (a) This Warrant may be exercised, in whole or in
part, upon surrender to the Company at its offices at 0000 Xxxxxxxxx Xxxxx,
Xxxxx 000, Xxxxxxxx Xxxx, Xxxxxxxxx 00000 of the certificate or certificates
evidencing this Warrant to be exercised, together with the form of election to
exercise attached hereto as Exhibit A duly completed and executed, and upon
payment to the Company of the Warrant Price for the number of Warrant Shares in
respect of which this Warrant is then being exercised. Payment of the aggregate
Warrant Price may be made in cash, by certified or bank check or by wire
transfer.
(b) Subject to Section 2 hereof, upon such surrender of this
Warrant, and the duly completed and executed form of election to exercise, and
payment of the Warrant Price as aforesaid, the Company shall cause to be issued
and delivered with all reasonable dispatch (and in any event within five
business days thereafter) to the Holder or such other person as the Holder may
designate in writing a certificate or certificates for the number of full shares
of Common Stock so purchased upon the exercise of this Warrant. 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 of Common Stock as of the date of the surrender of this Warrant, and the
duly completed and executed form of election to exercise, and payment of the
Warrant Price, as aforesaid; provided, however, that if, at the date of
surrender of this Warrant and payment of the Warrant Price, the transfer books
for the shares of Common Stock purchasable upon the exercise of this Warrant
shall be closed, the certificates for the shares of Common Stock shall be
issuable as of the date on which such books shall next be opened (whether before
or after the Expiration Date), and, until such date, the Company shall be under
no duty to cause to be delivered any certificate for such shares of Common Stock
or for shares of such other class of stock. If this Warrant is exercised in
part, a new Warrant certificate of the same tenor and for the number of Warrant
Shares not exercised shall be executed by the Company.
(c) The Company will take such actions as shall be reasonably
requested by the Holder with respect to any filing which Holder shall be
required to make upon any exercise of the Warrant under the Xxxx-Xxxxx-Xxxxxx
Antitrust Improvements Act of 1976, as amended.
1.4 Fractional Interests. The Company shall not be required to issue
fractions of shares of Common Stock on the exercise of this Warrant. If any
fraction of a share of Common Stock would be issuable upon the exercise of this
Warrant (or any portion thereof), the Company shall purchase such fraction for
an amount in cash equal to the same fraction of the last reported sale price of
the Common Stock on the NASDAQ National Market System or any other national
securities exchange on which the Common Stock is then listed.
Section 2. Exchange and Transfer of Warrant.
(a) This Warrant may be exchanged for two or more Warrants entitling
the Holder thereof to purchase the same aggregate Exercise Quantity at the
Warrant Price per share and otherwise having the same terms and provisions as
this Warrant. The Holder may request such an exchange by surrender of this
Warrant to the Company, together with a
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written exchange request specifying the desired number of Warrants and
allocation of the Exercise Quantity purchasable under the existing Warrant.
Within two business days after the Company's receipt of this Warrant and such an
exchange request, the Company will issue and deliver such new Warrants to the
Holder in the amounts and with the allocations requested.
(b) Subject to the restrictions set forth in Section 4.2(d) of the
Purchase Agreement, this Warrant from time to time may be transferred, in whole
or in part, by the Holder or any duly authorized representative of the Holder. A
transfer may be registered with the Company by submission to it of this Warrant,
together with the annexed Assignment Form attached hereto as Exhibit B duly
completed and executed. Within two business days after the satisfaction by the
Holder of the conditions to such transfer set forth in such Section 4.2(d) and
the Company's receipt of this Warrant and the Assignment Form so completed and
executed, the Company will issue and deliver to the transferee a new Warrant
representing the portion of the Exercise Quantity transferred at the same
Warrant Price per share and otherwise having the same terms and provisions as
this Warrant, which the Company will register in the new holder's name. In the
event of a partial transfer of this Warrant, the Company shall concurrently
issue and deliver to the transferring holder a new Warrant that entitles the
transferring holder to purchase the balance of the Exercise Quantity not so
transferred and that otherwise is upon the same terms and conditions as this
Warrant. Upon the due delivery of this Warrant for transfer, the transferee
holder shall be deemed for all purposes to have become the holder of the new
Warrant issued respecting the Exercise Quantity transferred, effective
immediately prior to the close of business on the date of such delivery,
irrespective of the date of actual delivery of the new Warrant representing the
Exercise Quantity transferred.
(c) In the event of the loss, theft or destruction of this Warrant,
the Company shall execute and deliver an identical new Warrant to the Holder in
substitution therefor upon the Company's receipt of (i) evidence reasonably
satisfactory to the Company of such event and (ii) if requested by the Company,
an indemnity agreement reasonably satisfactory in form and substance to the
Company. In the event of the mutilation of or other damage to this Warrant, the
Company shall execute and deliver an identical new Warrant to the Holder in
substitution therefor upon the Company's receipt of the mutilated or damaged
Warrant.
(d) The Company shall pay all costs and expenses incurred in
connection with the exercise, exchange, transfer or replacement of this Warrant,
including, without limitation, the costs of preparation, execution and delivery
of a new Warrant and of stock certificates representing all Warrant Shares;
provided, however, that the Holder shall pay all stamp and other transfer taxes
payable in connection with the transfer or replacement of this Warrant.
Section 3. Certain Covenants.
(a) The Company shall at all times reserve for issuance and keep
available out of its authorized and unissued shares of Common Stock, solely for
the purpose of
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providing for the exercise of this Warrant, such number of shares of Common
Stock as shall from time to time be sufficient therefor.
(b) The Company will not, by amendment of its articles of
incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, 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. Without limiting the foregoing, the Company (i) will not increase the
par value of any shares of capital stock receivable upon the exercise of this
Warrant above the amount payable therefor upon such exercise, and (ii) will take
all such action as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and nonassessable shares of capital stock
upon the exercise of this Warrant.
Section 4. Adjustment of Warrant Price and Number of Warrant Shares.
The Warrant Price in effect at any time and the number and kind of
securities purchasable upon the exercise of this Warrant shall be subject to
adjustment from time to time upon the occurrence of certain events, as
hereinafter provided.
(a) In case the Company shall hereafter (i) pay a dividend or make a
distribution on its Common Stock in shares of its Common Stock, (ii) subdivide
its outstanding Common Stock, (iii) combine its outstanding Common Stock into a
smaller number of shares, or (iv) issue any shares by reclassification of its
Common Stock (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing corporation), the
Warrant Price in effect at the time of the record date for such dividend or
distribution or the effective date of such subdivision, combination or
reclassification shall be proportionately adjusted so that the Holder, upon
exercise of this Warrant after such date, shall be entitled to receive the
aggregate number and kind of shares of Common Stock which, if this Warrant had
been exercised immediately prior to such record date, it would have owned upon
such exercise and been entitled to receive upon such dividend, distribution,
subdivision, combination or reclassification.
(b) In case the Company shall hereafter distribute to all holders of
its Common Stock shares of stock other than Common Stock, evidences of its
indebtedness or assets (excluding cash dividends or distributions out of
retained earnings and dividends or distributions referred to in paragraph (a)
above), or any rights, warrants or options to subscribe for or purchase shares
of Common Stock (or securities convertible into, exercisable for or exchangeable
for shares of Common Stock ) (excluding those referred to in paragraph (c)
below), then in each such case the Warrant Price in effect thereafter shall be
determined by multiplying the Warrant Price in effect immediately prior to the
date of such issuance by a fraction, the numerator of which shall be the total
number of outstanding shares of Common Stock multiplied by the Fair Market Value
Price (as defined in below), less the then fair market value (as determined in
good faith by the Company's board of directors) of said shares of stock, assets
or evidences of indebtedness so distributed or of such rights or warrants, and
the denominator of which shall be the total number of outstanding shares of
Common Stock multiplied by the Fair Market Value Price. Such adjustments shall
be made
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whenever any such distribution is made and shall become effective immediately
after the record date for the determination of shareholders entitled to receive
such distribution.
(c) In case the Company shall hereafter issue shares of its Common
Stock or securities (including options, warrants or rights) convertible into,
exchangeable for or exercisable for shares of Common Stock, such shares of
Common Stock or securities convertible into, exchangeable for or exercisable for
shares of Common Stock being herein called "Company Securities") at a price per
share that is less than the Reference Price (as defined below) at any time
during the Anti-Dilution Period (as defined below), the Warrant Price shall be
adjusted immediately thereafter so that it shall equal the price determined by
multiplying the Warrant Price in effect immediately prior thereto by a fraction,
(x) the numerator of which shall be the sum of the number of shares of Common
Stock outstanding immediately prior to the issuance of such additional Company
Securities pursuant to such offering plus the number of shares of Common Stock
which the aggregate consideration received for the issuance of such additional
shares would purchase at such Reference Price, and (y) the denominator of which
shall be the number of shares of Common Stock outstanding immediately after the
issuance of such additional shares pursuant to such offering. Such adjustment
shall be made successively whenever such an issuance is made.
(d) In case the Company shall hereafter issue any Company Securities
(excluding securities issued in transactions described in paragraph (c) above)
at an effective price per share less than the Fair Market Value Price, the
Warrant Price shall be adjusted immediately thereafter so that it shall equal
the price determined by multiplying the Warrant Price in effect immediately
prior thereto by a fraction, (x) the numerator of which shall be the sum of the
number of shares of Common Stock outstanding immediately prior to the issuance
of such additional Company Securities pursuant to such offering plus the number
of shares of Common Stock which the aggregate consideration received for the
issuance of such additional shares would purchase at the Fair Market Value
Price, and (y) the denominator of which shall be the number of shares of Common
Stock outstanding immediately after the issuance of such additional shares
pursuant to such offering. Such adjustment shall be made successively whenever
such an issuance is made.
(e) Whenever the Warrant Price payable upon exercise of this Warrant
is adjusted pursuant to paragraphs (a), (b), (c) and (d) above, the number of
Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be
adjusted by multiplying the number of Warrant Shares initially issuable upon
exercise of this Warrant by the Warrant Price in effect as of the date of this
Warrant and dividing the product so obtained by the Warrant Price, as adjusted.
(f) Anything herein to the contrary notwithstanding:
(i) (A) The Company shall not be required to make any adjustment
contemplated under paragraph (c) in the case of: (A) the issuance of
shares of Common Stock upon the sale or exercise in whole or part of the
warrants to purchase shares of Common Stock issued pursuant to the
Purchase Agreement; (B) the issuance of shares of Common Stock or any
other securities which may now or
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hereafter be granted or exercised under any of the Company's compensatory
benefit plans (regardless of whether such shares of Common Stock or other
securities are issued to employees, directors, consultants or others of
the Company or the joint venture established pursuant to the Limited
Liability Company Operating Agreement of ELA * Angeion Medical Systems LLC
(the "U.S. Joint Venture Agreement")) (the "Plans") and such other
employee benefit arrangements, contracts or plans as are recommended by
the management of the Company and approved by its board of directors
(adjusted appropriately for stock splits, stock combinations or stock
dividends); (C) the issuance or sale of shares of Common Stock or
convertible securities upon the exercise of any rights or warrants to
subscribe for or purchase, or any options for the purchase of, Common
Stock or convertible securities outstanding on the date of the Purchase
Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase
Agreement; (D) the issuance or sale of shares of Common Stock upon
conversion or exchange of any convertible securities or exercise of any
options, warrants or other purchase rights, if a prior antidilution
adjustment was made or required to be made hereunder upon the issuance,
sale (or grant with respect to options) of such convertible securities,
options, warrants or other purchase rights; (E) the issuance of shares of
Common Stock in connection with a bona fide merger, acquisition (including
without limitation, acquisition of a third party's assets, products,
technology or other rights) or other similar transaction involving the
Company or a subsidiary of the Company if the board of directors of the
Company has obtained a fairness opinion with respect to the issuance of
such Common Stock from a nationally or regionally recognized investment
banking firm indicating the financial terms of such merger, acquisition or
other similar transaction are fair to the Company when taken as a whole;
or (F) the issuance of any Company Securities in any transaction which is
part of the formation of a strategic relationship or joint venture between
the Company and a third party if the board of directors of the Company has
obtained a fairness opinion with respect to the issuance of such Company
Securities from a nationally or regionally recognized investment banking
firm indicating that the financial terms of such strategic relationship,
joint venture or other similar relationship or venture are fair to the
Company when taken as a whole.
(B) The Company shall not be required to make any adjustment
contemplated under paragraph (d) in the case of: (A) the issuance of
shares of Common Stock upon the sale or exercise in whole or part of
the warrants to purchase shares of Common Stock issued pursuant to
the Purchase Agreement; (B) the issuance of shares of Common Stock
or any other securities which may now or hereafter be granted or
exercised under any of the Plans and such other employee benefit
arrangements, contracts or plans as are recommended by the
management of the Company and approved by its board of directors
(adjusted appropriately for stock splits, stock combinations or
stock dividends); (C) the issuance or sale of shares of Common Stock
or convertible securities upon the exercise of any rights or
warrants to subscribe for or purchase, or any options for the
purchase of, Common Stock or convertible securities outstanding on
the date of the
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Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C)
of the Purchase Agreement; (D) the issuance or sale of shares of
Common Stock upon conversion or exchange of any convertible
securities or exercise of any options, warrants or other purchase
rights, if a prior antidilution adjustment was made or required to
be made hereunder upon the issuance, sale (or grant with respect to
options) of such convertible securities, options, warrants or other
purchase rights; (E) the issuance of shares of Common Stock in
connection with a bona fide merger, acquisition (including without
limitation, acquisition of a third party's assets, products,
technology or other rights) or other similar transaction involving
the Company or a subsidiary of the Company if the board of directors
of the Company has obtained a fairness opinion with respect to the
issuance of such Common Stock from a nationally or regionally
recognized investment banking firm indicating the financial terms of
such merger, acquisition or other similar transaction are fair to
the Company when taken as a whole; (F) the issuance of any Company
Securities in any transaction which is part of the formation of a
strategic relationship or joint venture between the Company and a
third party if the board of directors of the Company has obtained a
fairness opinion with respect to the issuance of such Company
Securities from a nationally recognized investment banking firm
indicating that the financial terms of such strategic relationship,
joint venture or other similar relationship or venture are fair to
the Company when taken as a whole; or (G) the issuance of shares of
Common Stock in connection with a bona fide private placement
transaction not involving purchasers or placement agents affiliated
with the Company if (1) the discount to market is not greater than
15% and (2) the Company has obtained a fairness opinion with respect
to the issuance thereof from a nationally or regionally recognized
investment banking firm that the financial terms of such transaction
are fair to the Company when taken as a whole.
(ii) The Company shall not be required to make any adjustment contemplated
under paragraph (c) or (d) with respect to any Future Financing (as
defined below) if the Investor exercises its right to increase or maintain
its stock ownership with respect to such Future Financing pursuant to the
Purchase Agreement.
(iii) The provisions of paragraphs (c) and (d) above shall terminate and
have no further force and effect upon the Investor's Rights Termination
Date as such term is defined in the U.S. Joint Venture Agreement.
(g) The number of shares of Common Stock outstanding at any given
time for purposes of the calculations under paragraphs (c) and (d) shall be
subject to the following rules:
(i) In case of (1) the sale by the Company for cash (or as a component of
a unit being sold for cash) of any rights or warrants to subscribe for or
purchase, or any options for the purchase of, Common Stock or any
securities convertible into or
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exchangeable for Common Stock without the payment of any further
consideration other than cash, if any (such securities convertible,
exercisable or exchangeable into Common Stock being herein called
"Convertible Securities"), or (2) the issuance by the Company, without the
receipt by the Company of any consideration therefor, or any rights or
warrants to subscribe for or purchase, or any options for the purchase of,
Common Stock or Convertible Securities, in each case, if (and only if) the
consideration payable to the Company upon the exercise of such rights,
warrants or options shall consist of cash, whether or not such rights,
warrants or options, or the right to convert or exchange such Convertible
Securities, are immediately exercisable, and the price per share for which
Common Stock is issuable upon the exercise of such rights, warrants or
options or upon the conversion or exchange of such Convertible Securities
(determined by dividing (x) the minimum aggregate consideration payable to
the Company upon the exercise of such rights, warrants or options, plus
the consideration, if any, received by the Company for the issuance or
sale of such rights, warrants or options, plus, in the case of such
Convertible Securities, the minimum aggregate amount of additional
consideration, other than such Convertible Securities, payable upon the
conversion or exchange thereof, by (y) the total maximum number of shares
of Common Stock issuable upon the exercise of such rights, warrants or
options or upon the conversion or exchange of such Convertible Securities
issuable upon the exercise of such rights, warrants or options) is less
than the Reference Price or Fair Market Value Price, as applicable, on the
date of the issuance or sale of such rights, warrants or options, then the
total maximum number of shares of Common Stock issuable upon the exercise
of such rights, warrants or options or upon the conversion or exchange of
such Convertible Securities (as of the date of the issuance or sale of
such rights, warrants or options) shall be deemed to be outstanding shares
of Common Stock and shall be deemed to have been sold for cash in an
amount equal to (1) any cash paid for such warrants, options or
Convertible Securities plus (2) the price per share payable upon the
exercise of such rights, warrants or options or upon the conversion or
exchange of such Convertible Securities issuable upon the exercise of such
rights, warrants or options.
(ii) In case the Company shall modify the rights of conversion, exchange
or exercise of any of the securities referred to in (i) above or any other
securities of the Company convertible, exchangeable or exercisable for
shares of Common Stock, for any reason other than an event that would
require adjustment to prevent dilution, so that the consideration per
share received by the Company after such modification is less than the
Reference Price or Fair Market Value Price, as applicable, the number of
shares to be issued and outstanding shall be recalculated according to (i)
and the number of antidilution shares issued pursuant to paragraph (c) or
(d), as the case may be, shall be recalculated and any additional
resulting antidilution shares shall thereupon be issued.
(iii) In the case of the sale for cash of any shares of Common Stock, any
Convertible Securities, any rights or warrants to subscribe for or
purchase, or any options for the purchase of, Common Stock or Convertible
Securities, the consideration received by the Company theretofor shall be
deemed to be the gross
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sales price therefor without deducting therefrom any expense paid or
incurred by the Company or any underwriting discounts or commissions or
concessions paid or allowed by the Company in connection therewith.
(h) No adjustment in the Warrant Price shall be required unless such
adjustment would require an increase or decrease of at least five cents ($0.05)
in such price; provided, however, that any adjustments not required to be made
shall be carried forward and taken into account in any subsequent adjustment.
All calculations under this Section 4 shall be made to the nearest cent or to
the nearest one-thousandth of a share, as the case may be.
(i) Anything in this Section 4 to the contrary notwithstanding, the
Company shall be entitled, but shall not be required, to make such changes in
the Warrant Price, in addition to those required by this Section 4, as it in its
discretion shall determine to be advisable in order that any dividend or
distribution in shares of Common Stock, subdivision, reclassification or
combination of shares of Common Stock, issuance of rights or warrants to
purchase Common Stock or distribution of shares of stock other than Common
Stock, evidences of indebtedness or assets (other than distributions in cash out
of retained earnings) referred to hereinabove in this Section 4, hereafter made
by the Company to the holders of its Common Stock shall not be taxable to them.
(j) Whenever the Warrant Price is adjusted, as herein provided, the
Company shall promptly cause a notice setting forth the adjusted Warrant Price
and adjusted number of shares issuable upon exercise of this Warrant to be
mailed to the Holder. The certificate setting forth the computation shall be
signed by the Chief Financial Officer of the Company.
(k) In the event that at any time, as a result of any adjustment
made pursuant to paragraph (a) above, the holder of this Warrant thereafter
shall become entitled to receive any shares of the Company, other than Common
Stock, thereafter the number of such other shares so receivable upon exercise of
this 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
Common Stock contained in paragraphs (a) to (h) inclusive, above.
Section 5. Rights and Obligations of the Warrant Holder.
This Warrant shall not entitle the Holder to any rights of a stockholder
in the Company.
Section 6. Restrictive Stock Legend.
This Warrant and the Warrant Shares have not been registered under any
1securities laws. Accordingly, until such time as the securities represented
thereby are no longer subject to the restrictions set forth in Section 4.2 of
the Purchase Agreement and there is delivered to the Company an opinion of
counsel reasonably acceptable to the Company to the effect that such legend is
no longer required, any stock certificates issued pursuant to the exercise of
this Warrant shall bear the following legend:
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THIS SECURITY IS SUBJECT TO THE PROVISIONS OF THE INVESTMENT AND
MASTER STRATEGIC RELATIONSHIP AGREEMENT DATED AS OF OCTOBER 9, 1997
BETWEEN THE ISSUER AND SYNTHELABO AND MAY NOT BE SOLD OR TRANSFERRED
EXCEPT IN ACCORDANCE THEREWITH. A COPY OF SUCH AGREEMENT IS ON FILE
AT THE OFFICE OF THE CORPORATE SECRETARY OF THE ISSUER. THIS SECURITY
WAS SOLD IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AND MAY BE OFFERED OR SOLD ONLY IF REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR IF AN EXEMPTION FROM REGISTRATION
IS AVAILABLE.
Section 7. Notices.
Any notice or other communication required or permitted to be given here
shall be in writing and shall be effective (a) upon hand delivery or delivery by
telex (with correct answerback received), telecopy or facsimile at the address
or number designated below (if delivered on a business day during normal
business hours where such notice is to be received), or the first business day
following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (b) on the third business
day following the date of mailing by express courier service, fully prepaid,
addressed to such address, or upon actual receipt of such mailing, whichever
shall first occur. The addresses for such communication shall be:
If to the Company:
Angeion Corporation
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx Xxxx, XX 00000
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Attention: Chief Financial Officer
With a copy to:
Xxxxxxxx & Xxxxxxxx LLP
000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Attention: Xxxxx X. Xxxxxx, Esq.
If to the Holder:
Synthelabo
00 Xxxxxx Xxxxxxx
-00-
00000 Xx Xxxxxxx Xxxxxxxx
Xxxxxx
Telephone: (33)(1)45.37.56.67
Telecopier: (33)(1)45.37.58.04
Attention: General Counsel
With copies to:
ELA Medical
Xxxxxx x'Xxxxxxxx xx Xxxxxxxxxxx
00000 Xx Xxxxxxx Xxxxxxxx
Xxxxxx
Telephone: (33)(1)46.01.33.01
Telecopier: (33)(1)46.01.33.15
Attention: President
and
Coudert Brothers
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000-0000
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Attention: Xxxxx X. Xxxxxxx, Esq.
Each party hereto may from time to time change its address for notices under
this Section 7 by giving at least 10 days' notice of such changes address to the
other party hereto.
Section 8. Amendments and Waivers.
This Warrant and any term hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is sought.
Section 9. Applicable Law.
This Warrant shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York without regard to the principles
of conflict of laws.
Section 10. Definitions.
As used in this Warrant, the following terms shall be defined as follows:
"Anti-Dilution Period" shall mean the period commencing on the date hereof
and terminating on the first anniversary of the Initial Closing Date (as defined
in the Purchase Agreement).
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"Fair Market Value Price" shall mean the average Quoted Price for the five
business days prior to the closing of the applicable sale.
"Future Financing" shall mean any future offering of any shares of any
class of Company Securities with voting rights generally to elect directors of
the Company.
"Quoted Price" of the Common Stock shall mean: the last sale price regular
way or, in the case no such sale takes place on such day, the average of the
closing bid and asked prices regular way, in wither case on the NASDAQ National
Market System as reported by NASDAQ, or, if the Common Stock is not authorized
for quotation on the NASDAQ National Market System, on the New York Stock
Exchange Composite Tape (the "Composite Tape"), or, if the Common Stock is not
listed or admitted to trading on such exchange, on the national securities
exchange in or nearest the City of New York on which the Common Stock is listed
or admitted to trading, or if the Common Stock is not listed or admitted to
trading on any national securities exchange, the last sale price regular way or,
in case no such sale takes place on such day, the average of the highest
reported bid and lowest reported asked prices as furnished by the National
Association of Securities Dealers Inc. through NASDAQ or a similar organization
if NASDAQ is no longer reporting such information, or if on any such trading day
the Common Stock is not quoted by any such organization, the fair value of a
share of Common Stock on such day, as determined in good faith by the board of
directors of the Company.
"Reference Price" shall mean one hundred and fifteen percent (115%) of the
average Quoted Price for all trading days within the fifteen (15) trading days
ending two days prior to the earlier of (i) the public announcement by the
Company of the granting of approval by the Federal Food and Drug Administration
(the "FDA") regarding the use of the Company's implantable cardioverter
defibrillator models 2020 and 4040 or (ii) the actual date of grant by the FDA
of such approvals.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed on the day and year first above written.
ANGEION CORPORATION
By: /s/ Xxxxx X. Xxxxxx, Xx.
------------------------------------
Title: President and Chief Executive
Officer
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