THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION AND PROSPECTUS REQUIREMENTS UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), THE ONTARIO
SECURITIES ACT AND THE QUEBEC SECURITIES ACT, AND ANY COMMON SHARES ISSUABLE
UPON CONVERSION OF THIS SECURITY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.
THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF NORTH AMERICAN
VACCINE, INC. THAT (A) THIS SECURITY AND ANY COMMON SHARES ISSUABLE UPON ITS
CONVERSION OF THIS SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
(1) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, OR (2) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (3) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER) AND IN
EACH OF ITEMS (1) THROUGH (3) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF THE STATES AND OTHER JURISDICTIONS OF THE UNITED STATES, AND THAT (B) THE
HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF
THIS SECURITY, OR ANY COMMON SHARES ISSUABLE UPON CONVERSION OF THIS SECURITY
FROM IT, OTHER THAN UPON TRANSFER PURSUANT TO ITEM (2) OR (3) OF CLAUSE (A) AS A
CONSEQUENCE OF WHICH THIS LEGEND IS REMOVED OR REMOVABLE, OF THE RESALE
RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE.
THIS SECURITY, ANY COMMON SHARES ISSUABLE UPON CONVERSION OF THIS
SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME
TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER
TRANSFERS OF ANY SUCH SECURITIES TO REFLECT ANY CHANGE IN APPLICABLE LAW OR
REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE
RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS
SECURITY AND ANY COMMON SHARES ISSUABLE UPON CONVERSION OF THIS SECURITY SHALL
BE DEEMED BY THE ACCEPTANCE OF THIS SECURITY IN THIS OFFERING, AND ANY COMMON
SHARES ISSUABLE UPON CONVERSION OF THIS SECURITY, TO HAVE AGREED TO ANY SUCH
AMENDMENT OR SUPPLEMENT.
NORTH AMERICAN VACCINE, INC.
4.5% CONVERTIBLE SECURED NOTE
DUE 2003
No. 2 U.S.$4,250,000
NORTH AMERICAN VACCINE, INC., a corporation duly organized and existing
under the laws of Canada (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to XXXXXXX XXXXX, or his registered assigns,
the principal sum of FOUR XXXXXXX XXX XXXXXXX XXXXX XXXXXXXX Xxxxxx Xxxxxx
Dollars on November 13, 2003 upon surrender hereof to the Paying Agent, and to
pay interest thereon from the date of original issuance of Securities pursuant
to the Indenture or from and including the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on May 13 and
November 13 in each year, commencing May 13, 1999 at the rate of 4.5% per annum,
until the principal hereof is paid or made available for payment. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, which shall be the
April 30 or October 31 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities may be listed and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture. Notice of a Special
Record Date shall be given to Holders of Securities not less than 10 days prior
to such Special Record Date. Payment of the principal of and premium, if any,
and interest on this Security will be made in same day funds at the office or
agency of the Company maintained for that purpose pursuant to Section 1002 of
the Indenture, in each case in such coin or currency of the United States of
America as of the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company payment of
interest in respect of Securities may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register or by transfer to a dollar account maintained by the Holder with a bank
in New York, New York.
The Company will pay to the Holder of this Security who is a
non-resident of Canada (within the meaning of the Income Tax Act (Canada)) such
additional amounts ("Canadian Additional Amounts") as may be necessary in order
that every net payment of the principal of and premium, if any, and interest on
this Security (including payment on redemption or repurchase), after deduction
or withholding for or on account of any present or future tax, assessment or
governmental charge required by law to be deducted or withheld from a payment of
principal, premium or interest on this Security and imposed upon or as a result
of such payment by the Government of Canada or of any province or territory
thereof or by any authority or agency thereof or therein ("Taxing Jurisdiction")
("Canadian Tax"), will not be less than the amount provided for in this Security
to be then due and payable; provided that no Canadian Additional Amounts will be
payable with respect to a payment or credit made to a Holder of, or on behalf of
an owner of a beneficial interest in, this Security (i) with whom the Company
does not deal at arm's length (within the meaning of the Income Tax Act
(Canada)) at the time of making such payment or credit, or (ii) which is subject
to Canadian Taxes by reason of its being connected with Canada or any province
or territory
2
thereof (including, without limitation, by reason of such person being, or being
deemed to be, a resident of Canada (within the meaning of the Income Tax Act
(Canada)) or carrying on business or being deemed to carry on business (within
the meaning of such Act) in Canada whether in or through a permanent
establishment or fixed base in Canada or otherwise) otherwise than by the mere
holding of this Security or the receipt of payments or credits thereunder or
(iii) that could obtain an exemption from, or reduction in, the applicable
Canadian Tax by satisfying reporting or certification requirements imposed by
the relevant Taxing Jurisdiction and that fails to do so (such a Holder or owner
being referred to herein collectively as a "Canadian Excluded Holder").
The Company will also pay to the Holder of this Security who is a United
States Alien (as defined below) such additional amounts ("U.S. Additional
Amounts," and, together with Canadian Additional Amounts, "Additional Amounts")
as may be necessary in order that every net payment of the principal of and
premium, if any, and interest on this Security (including payment on redemption
or repurchase), after deduction or withholding for or on account of any present
or future tax, assessment or governmental charge imposed upon or as a result of
such payment by the United States or any political subdivision or taxing
authority thereof or therein ("U.S. Tax," and, together with Canadian Tax,
"Taxes"), will not be less than the amount provided for in this Security to be
then due and payable; provided that no U.S. Additional Amounts will be payable
to such a Holder with respect to:
(a) any U.S. Tax that would not have been so imposed but for (i) the
existence of any present or former connection between such Holder (or between a
fiduciary, settlor, beneficiary, member, shareholder of or possessor of a power
over such a Holder that is an estate, a trust, a partnership or a corporation)
and the United States or any political subdivision or taxing authority thereof
or therein, including, without limitation, such Holder (or such fiduciary,
settlor, beneficiary, member, shareholder or possessor) being or having been a
citizen or resident of the United States or treated as a resident thereof, or
being or having been engaged in a trade or business or present therein, or
having or having had a permanent establishment therein, or (ii) such Holder's
present or former status as a personal holding company, a foreign personal
holding company with respect to the United States, or a foreign private
foundation or foreign tax-exempt entity for U.S. tax purposes, or a corporation
that accumulates earnings to avoid U.S. federal income tax;
(b) any U.S. Tax that would not have been so imposed but for the
presentation by such Holder of this Security for payment on a date more than 15
days after the date on which such payment became due and payable or the date on
which payment thereof is duly provided for, whichever occurs later;
(c) any U.S. Tax that is an estate, inheritance, gift, sales, transfer,
personal property or similar tax, assessment or governmental charge;
(d) any U.S. Tax that would not have been imposed but for the
failure to comply with any certification, identification or other reporting
requirements concerning the nationality, residence, identity or connection with
the United States of such Holder (or owner of a beneficial interest in this
Security), if compliance is required by statute or by regulation of the United
States as a precondition to relief or exemption from such U.S. Tax;
(e) any U.S. Tax that is payable otherwise than by deduction or
withholding from payments of principal or premium, if any, or interest on this
Security;
3
(f) any U.S. Tax imposed on a Holder that actually or constructively
owns 10% or more of the total combined voting power of all classes of stock of
the Company entitled to vote or that is a controlled foreign corporation related
to the Company through stock ownership;
(g) any U.S. Tax imposed on a Holder that is a partnership or a
fiduciary or other than the sole beneficial owner of such payment, but only to
the extent that any beneficial owner or member of the partnership or beneficiary
or settlor with respect to the fiduciary would not have been entitled to the
payment of U.S. Additional Amounts had the beneficial owner, member, beneficiary
or settlor directly been the Holder of this Security; or
(h) any combination of items (a), (b), (c), (d), (e), (f) and (g).
(The Holder of this Security with respect to which any of the listed
U.S. Taxes becomes payable is referred to herein as a "U.S. Excluded Holder,"
and U.S. Excluded Holders, together with Canadian Excluded Holders, are referred
to herein as "Excluded Holders." For purposes of this Security, a "United States
Alien" is any person who, for U.S. federal income tax purposes, is a foreign
corporation, a nonresident alien individual, a nonresident alien fiduciary of a
foreign estate or trust, or a foreign partnership one or more of the members of
which is, for U.S. federal income tax purposes, a foreign corporation, a
nonresident alien individual or a nonresident alien fiduciary of a foreign
estate or trust.)
The Company will make any deduction or withholding, and remit the full
amount deducted or withheld to the relevant authority, in accordance with
applicable law. The Company will furnish the Holder of this Security, within 30
days after the date the payment of any Taxes is due pursuant to applicable law,
certified copies of tax receipts evidencing such payment by the Company. The
Company will indemnify and hold harmless the Holder of, or each owner of a
beneficial interest in, this Security (other than an Excluded Holder) and upon
written request will reimburse the Holder, or such owner of a beneficial
interest, for the amount of (i) any Taxes levied or imposed on and paid by the
Holder, or such owner of a beneficial interest, as a result of payments made
with respect to this Security, (ii) any liability (including penalties, interest
and reasonable expenses) arising from or with respect to Taxes, and (iii) any
Taxes imposed with respect to payment of Additional Amounts or any reimbursement
pursuant to this sentence.
Notwithstanding the foregoing, the Company shall not be obligated to pay
Additional Amounts in respect of payments becoming due on this Security more
than 15 days after the redemption date for a redemption described on the reverse
hereof except to the extent that the Company's obligations to pay such
Additional Amounts does not arise from the Tax Law Change that resulted in such
redemption.
At least 30 days prior to each date on which any payment under or with
respect to this Security is due and payable, if the Company will be obligated to
pay Additional Amounts with respect to such payment, the Company will deliver to
the Trustee and the Paying Agent an Officers' Certificate stating the fact that
such Additional Amounts will be payable and setting forth the amounts so payable
and other information necessary to enable the Trustee and the Paying Agent to
pay such Additional Amounts to the Holder or owners of a beneficial interest in
this Security, as the case may be, on the payment date.
Except as specifically provided herein and in the Indenture, the Company
shall not be required to make any payment with respect to any Taxes. Whenever in
this Security there is a reference, in any context, to the payment of the
principal of or premium, if any, or interest on, or in respect of, this
Security, such
4
mention shall be deemed to include mention of the payment of Additional Amounts
to the extent that, in such context, Additional Amounts are, were or would be
payable in respect of this Security. Express mention of the payment of
Additional Amounts (if applicable) in any provision of this Security shall not
be construed as excluding Additional Amounts in those provisions of this
Security where such express mention is not made.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal
Dated: _____________________
[Corporate Seal] NORTH AMERICAN VACCINE, INC.
By: _________________________________
Xxxxxx X. Xxxxx-Nabi, Senior Vice
President-Legal Affairs
By: _________________________________
Xxxxxxxx X. Xxxxxxxx,
Vice President-Finance
Attest:
By: ________________________
Name:
Title:
5
This Security is one of a duly authorized issue of Securities of the
Company designated as its 4.5% Convertible Secured Notes due 2003 (herein called
the "Securities"), limited in aggregate principal amount to $25,000,000, issued
and to be issued under an Indenture, dated as of November 12, 1998 (herein
called the "Indenture"), between the Company and Bankers Trust Company as
Trustee (herein called the "Trustee," which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee, the
holders of Senior Indebtedness and the Holders of the Securities and of the
terms upon which the Securities are, and are to be, authenticated and delivered.
Subject to and upon compliance with the provisions of the Indenture, the
Holder of this Security is entitled, at his option, at any time following the
date of original issuance of Securities pursuant to the Indenture and on or
before the close of business on November 13, 2003, or in case this Security or a
portion hereof is called for redemption, then in respect of this Security or
such portion hereof until and including, but (unless the Company defaults in
making the payment due upon redemption) not after, the close of business on the
Business Day next preceding the Redemption Date, to convert this Security (or
any portion of the principal amount hereof which is $1,000 or an integral
multiple thereof), at the principal amount hereof, or of such portion, into
fully paid and non-assessable Common Shares (calculated as to each conversion to
the nearest 1/100th of a share) at a conversion price equal to $8.5406 principal
amount for each Common Share (or at the current adjusted conversion price if an
adjustment has been made as provided in the Indenture) by surrender of this
Security, duly endorsed or assigned to the Company or in blank, to the Company
at its office or agency maintained for that purpose pursuant to Section 1002 of
the Indenture, accompanied by written notice to the Company in the form provided
in this Security (or such other notice as is acceptable to the Company) that the
Holder hereof elects to convert this Security, or if less than the entire
principal amount hereof is to be converted, the portion hereof to be converted,
and, in case such surrender shall be made during the period from the close of
business on any Regular Record Date next preceding any Interest Payment Date to
the close of business on the Business Day immediately preceding such Interest
Payment Date (unless this Security or the portion thereof being converted has
been called for redemption during the period from the close of business on any
Regular Record Date next preceding any Interest Payment Date to the close of
business on the Business Day next preceding the following Interest Payment
Date), also accompanied by payment in funds acceptable to the Company of an
amount equal to the interest payable on such Interest Payment Date on the
principal amount of this Security then being converted. If such Security or
portion thereof being converted shall have been called for redemption during the
period from the close of business on the Regular Record Date to the close of
business on the Business Day next preceding the following Interest Payment Date,
then the company shall pay interest on such Security or portion thereof until
the date of conversion. Subject to the aforesaid requirements no payment or
adjustment is to be made upon conversion on account of any interest accrued
hereon or on account of any dividends on the Common Shares issued upon
conversion. No fractional shares or scrip representing fractions of shares will
be issued on conversion, but, instead of any fractional share the Company shall
pay a cash adjustment as provided in the Indenture. The conversion price is
subject to adjustment as provided in the Indenture.
In addition, the Indenture provides that in case of certain
amalgamations, consolidations, mergers, sales or transfers to which the Company
is a party, the Indenture shall be amended, without the consent of any Holders
of Securities, so that this Security, if then Outstanding, will be convertible
thereafter, during the period this Security shall be convertible as specified
above, only into the kind and amount of securities,
6
cash and other property receivable upon such amalgamation, consolidation,
merger, sale or transfer by a holder of the number of Common Shares of the
Company into which this Security could have been converted immediately prior to
such amalgamation, consolidation, merger, sale or transfer, but subject to all
requirements necessary to ensure that the Securities will not be subject to
Canadian Tax as a result thereof, and assuming such holder of Common Shares is
not a Person with which the Company amalgamated or consolidated or into which
the Company merged or which merged into the Company or to which such sale or
transfer was made, as the case may be, or an Affiliate thereof and, failed to
exercise any rights of election as to the kind or amount of securities, cash or
other property receivable upon such amalgamation, consolidation, merger, sale or
transfer and further assuming, if such amalgamation, consolidation, merger, sale
or transfer occurs prior to the later of 60 days following the date of original
issuance of the Securities, that the Security was convertible at the time of
such occurrence at the conversion price specified above as adjusted from the
date of original issuance of such Security to such time as provided in the
Indenture, subject to any requirements necessary to ensure that this Security
will be and will remain exempt from Canadian Tax including, without limitation,
the requirement in effect on the date hereof that the Holder of this Security
shall not under any circumstances be entitled to receive shares, other
securities or property, other than securities that are "prescribed securities"
as defined in Section 6208 of the Regulations under the Income Tax Act (Canada),
in the event that any such amalgamation, consolidation, merger, sale or transfer
occurs on or prior to the day that is five years plus one day from the date of
original issuance of the Securities. Notwithstanding any provision to the
contrary if such amalgamation, consolidation, merger, or transfer occurs on or
prior to the day that is 5 years plus one day from the date of original issuance
of this Security, a holder of this Security shall not be entitled in any
circumstances to convert such Security into any securities, cash or other
property (the "Substituted Properties") unless such Substituted Properties are
"prescribed securities" with respect to the Security for purposes of clause
212(1)(b)(vii)(E) of the Income Tax Act (Canada).
The Securities are subject to redemption upon not less than 30 and not
more than 60 days' notice by mail, at any time on or after November 13, 1999, as
a whole or in part, at the election of the Company, at the Redemption Price set
forth below (expressed as a percentage of the principal amount), plus accrued
interest to the Redemption Date (subject to the right of Holders of record on
the relevant Regular Record Date to receive interest due on an Interest Payment
Date that is on or prior to the Redemption Date).
REDEMPTION PRICE
----------------
100.00%
in each case together with accrued and unpaid interest, if any, to, but
excluding, the Redemption Date.
Securities are also redeemable, at the option of the Company, in whole
but not in part, under the circumstances described in the next succeeding
paragraph, at a Redemption Price equal to 100% of the principal amount thereof
plus interest accrued to the Redemption Date and any Additional Amounts;
PROVIDED, HOWEVER, that interest installments on Securities whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holders
of such Securities, or one or more Predecessor Securities, of record at the
close of business on the relevant Record Dates referred to on the face hereof,
all as provided in the Indenture.
7
If the Company has or will become obligated to pay to the Holder of this
Security Additional Amounts, as described on the face of this Security, as a
result of any change in, or amendment to, or proposed amendment to, the laws
(including any regulations and rulings promulgated thereunder) of the United
States or Canada, or any political subdivision or taxing authority thereof or
therein affecting taxation, or any change in, or amendment to, or proposed
amendment to the application or official interpretation of such laws,
regulations or rulings (any such change or amendment being herein referred to as
a "Tax Law Change"), and such obligation cannot be avoided by the Company taking
reasonable measures available to it, then the Company may, at its option, redeem
this Security as a whole but not in part, upon not less than 30 days nor more
than 60 days notice to the Holder prior to the Redemption Date, at a Redemption
Price equal to 100% of the principal amount plus interest accrued to the
Redemption Date and any Additional Amounts then payable; provided, that (i) no
such notice of redemption shall be given earlier than 90 days prior to the
earliest date on which the Company would be obligated to pay any such Additional
Amounts were a payment in respect of this Security then due and (ii) at the time
such notice of redemption is given, such obligation to pay such Additional
Amounts remains in effect. Prior to the mailing of any notice of redemption
pursuant to this paragraph, the Company shall deliver to the Trustee (a) an
Officers' Certificate stating that the Company is entitled to effect such
redemption and setting forth a statement of facts showing that the conditions
precedent to the right of the Company so to redeem have occurred and (b) an
Opinion of Counsel, to the effect that the Company has or will become obligated
to pay such Additional Amounts as a result of a Tax Law Change. The Company's
right to so redeem this Security shall continue as long as the Company shall
have made payments of Additional Amounts specified on the face of this Security.
If a Change in Control occurs, the Holder of this Security shall have
the right, in accordance with the provisions of the Indenture, to require the
Company to repurchase this Security (or any portion of the principal amount
hereof that is an integral multiple of $1,000) for cash at a Repurchase Price
equal to 100% of the principal amount thereof plus interest accrued to the
Repurchase Date. At the option of the Company, the Repurchase Price may be paid
in cash or, as provided in the Indenture, by delivery of Common Shares having a
fair market value equal to the Repurchase Price; PROVIDED that payment may not
be made in Common Shares unless at the time of payment such Shares are listed on
a national securities exchange or quoted on Nasdaq. For purposes of this
paragraph, the fair market value of Common Shares shall be determined by the
Company and shall be equal to 95% of the average of the Closing Prices Per Share
for the five consecutive Trading Days immediately preceding the second Trading
Day immediately preceding the Repurchase Date. Whenever in this Security there
is a reference, in any context, to the principal of any Security as of any time,
such reference shall be deemed to include reference to the Repurchase Price
payable in respect of such Security and express mention of such Repurchase Price
in any provision of this Security shall not be construed as excluding the
Repurchase Price in those provisions of this Security when such express mention
is not made.
In the event of redemption or conversion of this Security in part only,
a new Security or Securities for the unredeemed or unconverted portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.
The indebtedness evidenced by this Security is, in all respects,
subordinate and subject in right of payment to the prior payment in full of all
Senior Indebtedness, except with respect to the Collateral as provided in the
Security and Pledge Agreement, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Security,
by accepting the same, (a) agrees to and shall
8
be bound by such provisions, (b) authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination so provided, and (c) appoints the Trustee his attorney-in-fact for
any and all such purposes.
If an Event of Default shall occur and be continuing, the principal of
all the Securities may be declared due and payable in the manner and with the
effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of not
less than a majority in aggregate principal amount of the Securities at the time
Outstanding, and, under certain limited circumstances, by the Company and the
Trustee without the consent of the Holders. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Securities at the time Outstanding, on behalf of the
Holders of all the Securities, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and premium, if any, and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed or to convert this Security as provided in the
Indenture.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Securities are issuable only in fully registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities are exchangeable for a like aggregate principal amount of Securities
of a different authorized denomination, as requested by the Holder surrendering
the same.
No service charge shall be made for any such registration of transfer or
exchange except as provided in the Indenture, and the Company may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, except as provided in this Security, whether or not this Security be
9
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture. The Company will furnish to
any Holder upon written request and without charge a copy of the Indenture.
10
CONVERSION NOTICE
To North American Vaccine, Inc.
The undersigned registered owner of this Security hereby irrevocably
exercises the option to convert this Security, or the portion hereof (which is
$1,000 or a multiple thereof) designated below, into Common Shares in accordance
with the terms of the Indenture referred to in this Security, and directs that
the shares issuable and deliverable upon the conversion, together with any check
in payment for a fractional share and any Security representing any unconverted
principal amount hereof, be issued and delivered to the registered owner hereof
unless a different name has been provided below. If this Notice is being
delivered on a date after the close of business on a Regular Record Date and
prior to the close of business on the related Interest Payment Date, this Notice
is accompanied by payment in funds acceptable to the Company, of an amount equal
to the interest payable on such Interest Payment Date on the principal of this
Security to be converted (unless this Security has been called for redemption,
in which event the amount payable to accompany this Notice shall be determined
in accordance with the Indenture). If shares or any portion of this Security not
converted are to be issued in the name of a person other than the undersigned,
the undersigned will pay all transfer taxes payable with respect thereto. Any
amount required to be paid by the undersigned on account of interest accompanies
this Security.
_______________________________
Dated: ____________________________ _______________________________
Signature(s)
Signature(s) must be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership in
an approved signature guarantee medallion program) pursuant to SEC Rule 17Ad -
15, if Common Shares are to be delivered, or Securities to be issued, other than
to and in the name of the registered owner.
___________________________________
Signature Guarantee
Fill in for registration of Common Shares if they are to be delivered,
or Securities if they are to be issued, other than to and in the name of the
registered owner:
___________________________________
(Name)
___________________________________
(Xxxxxx Xxxxxxx)
___________________________________
(City, State and zip code)
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(Please print name and address)
Register: ___________ Common Shares
___________ Securities
(Check appropriate line(s)).
Principal amount to be converted (if less than all): $_____________,000
_______________________________________________
Social Security or other Taxpayer Identification
Number of owner
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ASSIGNMENT FORM
For value received ____________________________________hereby sell(s),
assign(s) and transfer(s) unto _____________________________________ (Please
insert social security or other Taxpayer Identification Number of assignee
______________) the within Security, and hereby irrevocably constitutes and
appoints __________________________ attorney to transfer the said security on
the books of the Company, with full power of substitution in the premises.
In connection with any transfer of the within Security within two years
of the date of original issuance of such Security (unless such Security has been
sold pursuant to a registration statement that was effective at the time of such
transfer), the undersigned confirms that such Security is being transferred:
To North American Vaccine, Inc., or a subsidiary thereof; or
In an exempt transaction pursuant to and in compliance with the
Securities Act; or
Pursuant to and in compliance with Rule 144 under the Securities
Act;
and unless the box below is checked, the undersigned confirms that such Security
is not being transferred to an "affiliate" of the Company as defined in Rule 144
under the Securities Act of 1933, as amended (an "Affiliate").
The transferee is an Affiliate of the Company.
Dated: ___________________ ____________________________________
Signature(s)
Signature(s) must be guaranteed by
an eligible guarantor institution
(banks, stockbrokers, savings and
loan associations and credit unions
with membership in an approved
signature guarantee medallion
program) pursuant to SEC Rule
17Ad-15 if Common Shares are to be
issued, or Securities to be
delivered, other than to or in the
name of the registered Holder.
___________________________________
Signature Guarantee
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OPTION OF HOLDER TO ELECT PURCHASE
If you wish to have this Security purchased by the Company pursuant to
Section 1401 of the Indenture, check the Box:
If you wish to have a portion of this Security (which is $1,000 or an
integral multiple thereof) purchased by the Company pursuant to Section 1401 of
the Indenture, state the amount you wish to have purchased:
$____________________
Date: _______________ Your Signature(s):_________________________
Tax Identification No.:____________________
(Sign exactly as your name appears on the face of this Security)
Signature Guarantee:___________________________________________________________
The signature to this option of Holder to elect purchase should be
guaranteed by an eligible guarantor institution (banks, stockbrokers, savings
and loan associations and credit unions with membership in an approved signature
guarantee medallion program) pursuant to SEC Rule 17 Ad - 15.
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CERTIFICATE OF AUTHENTICATION
This is one of the Securities referred to in the within-mentioned
Indenture.
Dated:_____________________ BANKERS TRUST COMPANY,
as Trustee
By:________________________
Authorized Signatory
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