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Exhibit 4.1
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. NO SALE
OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE
COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A
NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.
Void after July 1, 1999
ADAC LABORATORIES
WARRANT TO PURCHASE SHARES OF COMMON STOCK
THIS CERTIFIES THAT, for value received, Xxxx & Company, Inc. is
entitled to subscribe for and purchase shares of the fully paid and non
assessable Common Stock, $.01 par value, of ADAC LABORATORIES, subject to the
provisions and upon the terms and conditions hereinafter set forth.
1. Definitions
For the purposes of this Warrant, the following terms shall have the
following meanings:
(a) Act. "Act" means the Securities Act of 1933, as amended.
(b) Common Stock. "Common Stock" means the fully paid and
nonassessable Common Stock, $.01 par value, of the Company.
(c) Company. "Company" means ADAC Laboratories, a California
corporation.
(d) Date of Agreement. "Date of Agreement" means July 1, 1994.
(e) Date of Grant. "Date of Grant" means August 11, 1994.
(f) Shares. "Shares" means up to 60,000 shares of Common Stock,
which amount is subject to adjustment pursuant to Section 5
hereof.
(g) Value at Exercise. "Value at Exercise" means the weighted (by
trading volume) average closing market price of the Company's
Common Stock on the NASDAQ (or, if the Common Stock should cease
to be traded thereon, on such other exchange or public trading
market on which the Common Stock may then become traded) over the
twenty (20) trading days immediately preceding the date which is
two trading days prior to the date this Warrant is surrendered.
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(h) Warrant. "Warrant" means this Warrant which entitles Xxxx &
Company, Inc., subject to the provisions and upon the terms and
conditions set forth herein, to purchase shares of Common Stock.
(i) Warrant Price. "Warrant Price" means initially a price of
$6.50 (six dollars, fifty cents) per share of Common Stock, which
price is subject to adjustment pursuant to Section 5 hereof.
2. Conditions to Exercise.
(a) Vesting. Subject to subsection 2(b) below, the purchase right
represented by this Warrant shall be exercisable, cumulatively,
as to the number of Shares subject to the Warrant shown below at
any time during the term of this Warrant.
NUMBER OF SHARES CUMULATIVE NUMBER
VESTING DATE BECOMING EXERCISABLE OF SHARES EXERCISABLE
------------ -------------------- ---------------------
August 11, 1994 3,100 3,100
September 1, 1994 7,700 10,800
October 1, 1994 7,700 18,500
November 1, 1994 7,700 26,200
December 1, 1994 7,700 33,900
January 1, 1995 7,700 41,600
February 1, 1995 7,700 49,300
March 1, 1995 3,100(7,700) - See 2(c) 52,400/57,000
April 1, 1995 3,000 55,400/60,000
(b) Continued Consulting. In the event that Xxxx & Company, Inc.
shall cease to serve as a consultant of the Company for any
reason, the Warrant shall be exercisable only as to those shares
which had vested (as noted in subsection 2(a) by the date that
the Company gives Xxxx & Company, Inc. notice of its termination
as a consultant to the Company or the date that Xxxx & Company,
Inc. gives the Company notice that it is ceasing to serve as a
consultant to the Company, whichever is earlier. The vesting of
this Warrant is earned by Xxxx & Company, Inc.'s continued
service as a consultant. This Warrant does not constitute an
express or implied promise of a continued consulting relationship
for the vesting period or any other period.
If Xxxx & Company, Inc. temporarily ceases to serve as
Consultant to the Company, then the vesting shall end as of the
date services cease and shall resume when services are
re-engaged, but in no event later than the expiration date of the
Warrant.
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(c) Vested shares for March will total 3,100 unless the resource
level of September through February, 1995, is maintained for an
additional month in which case 7,700 shares will vest. Resource
level will be jointly agreed upon by Xxxx & Company and ADAC
Laboratories.
3. Method of Exercise; Payment; Issuance of New Warrant
The holder hereof shall have the option to exercise this Warrant
pursuant to the method set out in either Section 3(a) or 3(b) below.
(a) Standard Method. This Warrant may be exercised by the holder
hereof, in whole or in part, by the surrender of this Warrant at
the principal office of the Company and by the payment to the
Company, in cash or by certified or cashier's check, of an amount
equal to the then applicable Warrant Price per share multiplied
by the number of shares then being purchased.
(b) Net Issuance Method. This Warrant may be exercised by the
holder hereof, in whole or in part, by the surrender of this
Warrant at the principal office of the Company. Upon such
surrender, the holder of this Warrant is entitled to receive such
number of fully paid and non assessable shares of the Company's
Common stock as equals the product of (x) and (y) below, where
(x) equals the quotient of (i) the Value at Exercise less the
then applicable Warrant Price divided by (ii) the Value at
Exercise and (y) equals the number of Shares for which this
Warrant is being exercised. If the result of the foregoing
calculation results in a number equal to or less than zero, no
shares shall be delivered upon surrender of this Warrant.
(c) Issuance of New Warrant. In the event of any exercise of the
rights represented by this Warrant, certificates for the shares
of Common Stock issuable upon such exercise shall be delivered to
the holder hereof within a reasonable time and, unless this
Warrant has been fully exercised or expired, a new Warrant
representing the portion of the Shares, if any, with respect to
which this Warrant shall not then have been exercised shall also
be issued to the holder hereof within such reasonable time. The
holder hereof shall pay all transfer taxes, if any, arising from
the exercise of this Warrant, and shall pay to the Company
amounts necessary to satisfy any applicable federal, state and
local withholding requirements.
4. Stock Fully Paid; Reservation of Shares
All shares of Common Stock which may be issued upon the exercise
of the rights represented by this Warrant will, upon issuance, be fully
paid and non assessable. During the period within which the rights
represented by this Warrant may be exercised, the Company will, at all
times have authorized and reserved a sufficient number of shares of its
Common Stock to provide for the exercise of the rights represented by
this Warrant.
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5. Adjustment of Purchase Price and Number of Shares.
The number of securities purchasable upon the exercise of this
Warrant and the Warrant Price shall be subject to adjustment from time
to time upon the occurrence of certain events, as follows:
(a) Subdivision or Combination of Shares. If the Company at any
time while this Warrant remains outstanding and unexpired shall
subdivide or combine its Common Stock, the Warrant Price shall be
proportionately decreased in the case of a subdivision or
increased in the case of a combination.
(b) In the case of any reclassification or similar change of
outstanding shares of Common Stock, or in case of any
consolidation of the Company with or merger of the Company into
another corporation (other than a merger whose sole purpose is to
change the state of incorporation of the Company or a
consolidation or merger in which the Company is the continuing
corporation and which does not result in any reclassification or
change of outstanding shares of Common Stock), or in case of any
sale or conveyance to another corporation of the property of the
Company as an entirety or substantially as an entirety, the
holder hereof shall have the right thereafter without payment of
additional consideration, upon exercise of its rights hereunder,
to receive the kind and amount of shares of stock and other
securities and property that the holder hereof would have
received, upon such reclassification, change, consolidation,
merger, sale or conveyance, with respect to the number of shares
of Common Stock issuable upon such exercise, if such exercise had
occurred immediately prior to such reclassification, change,
consolidation, merger, sale or conveyance. Alternatively, the
Board of Directors of the Company may, in its sole discretion,
provide a 30-day period immediately prior to such event in which
the holder shall have the right to exercise the Warrant in whole
or in part without regard to limitations on vesting. It shall be
a condition of the effectiveness of any such transaction that one
of the foregoing provisions of the benefit of this Warrant shall
be lawfully and adequately provided for.
(c) Stock Dividends. If the Company at any time while this
Warrant is outstanding and unexpired shall pay a dividend with
respect to Common Stock payable in Common Stock, then the Warrant
Price shall be adjusted, from and after the date of determination
of stockholders entitled to receive such dividend, to that price
determined by multiplying the Warrant Price in effect immediately
prior to such date of determination by a fraction (i) the
numerator of which shall be the total number of shares of Common
Stock outstanding immediately prior to such dividend, and (ii)
the denominator of which shall be the total number of shares of
Common Stock outstanding immediately after such dividend.
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(d) Adjustment of Number of Shares. Upon each adjustment in the
Warrant Price, the number of Shares shall be adjusted, to the
nearest whole share, to the product obtained by multiplying the
number of Shares immediately prior to such adjustment in the
Warrant Price by a fraction, the numerator of which shall be the
Warrant Price immediately prior to such adjustment and the
denominator of which shall be the Warrant Price immediately
thereafter.
6. Notice of Adjustments.
Whenever any Warrant Price shall be adjusted pursuant to Section
5 hereof, the Company shall make a certificate signed by its chief
financial officer setting forth, in reasonable detail, the event
requiring the adjustment, the amount of the adjustment, the method by
which such adjustment was calculated, and the Warrant Price after giving
effect to such adjustment, and shall cause copies of such certificate to
be mailed (by first class mail, postage prepaid) to the holder of this
Warrant.
7. Fractional Shares.
No fractional shares of Common Stock will be issued in connection
with any exercise hereunder, but in lieu of such fractional shares the
Company shall make a cash payment therefor upon the basis of the Value
at Exercise then in effect.
8. Compliance with Securities Act; Non-transferability of Warrant;
Disposition of Shares of Common Stock.
(a) Compliance with Securities Act. The holder of this Warrant, by
acceptance hereof, agrees that this Warrant and the shares of
Common Stock to be issued upon exercise hereof are being acquired
for investment and that such holder will not offer, sell or
otherwise dispose of this Warrant or any shares of Common Stock to
be issued upon exercise hereof except under circumstances which
will not result in a violation of the Act. Upon exercise of this
Warrant, the holder hereof shall if requested by the Company,
confirm in writing, in a form satisfactory to the Company, that
the shares of Common Stock so issued are being acquired for
investment and not with a view toward distribution or resale, that
the holder is an "accredited investor", as that term is defined in
Section 2(15) of the Act, and that the holder has received such
information concerning the Company and has had an opportunity to
make inquiry as to the Company so as to allow the holder to make
an informed investment decision to exercise this Warrant. This
Warrant and all shares of Common Stock issued upon exercise of
this Warrant (unless registered under the Act) shall be stamped or
imprinted with a legend in substantially the following form:
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY AND WITHOUT AN EFFECTIVE
REGISTRATION
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STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE
HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS
NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER
FROM THE SECURITIES AND EXCHANGE COMMISSION."
(b) Transferability of Warrant. This Warrant may not be sold,
transferred or assigned without the prior written consent of the
Company and, if required, any governmental authority.
(c) Disposition of Shares of Common Stock. With respect to any
offer, sale or other disposition of any shares of Common stock
acquired pursuant to the exercise of this Warrant prior to
registration of such shares, the holder hereof and each
subsequent holder of this Warrant agrees to give written notice
to the Company prior thereto, describing briefly the manner
thereof, together with a written opinion of such xxxxxx's
counsel, if requested by the Company, to the effect that such
offer, sale or other disposition may be effected without
registration or qualification (under the Act as then in effect or
any federal or state law than in effect) of such shares of Common
Stock and indicating whether or not under the Act certificates
for such shares of Common Stock to be sold or otherwise disposed
of require any restrictive legend as to applicable restrictions
on transferability in order to insure compliance with the Act.
Promptly upon receiving such written notice and reasonably
satisfactory opinion, if so requested, the Company shall notify
such holder that such holder may sell or otherwise dispose of
such shares of Common Stock in accordance with the terms of the
notice delivered to the Company. If the opinion of counsel for
the holder is not reasonably satisfactory to the Company, the
Company shall promptly notify the holder.
Notwithstanding the foregoing paragraph, such shares of
Common Stock may be offered, sold or otherwise disposed of in
accordance with Rule 144 under the Act, provided that the Company
shall have been furnished with such information as the Company
may request to provide a reasonable assurance that the provisions
of Rule 144 have been satisfied.
Each certificate representing the shares of Common Stock
thus transferred (except a transfer pursuant to Rule 144) shall
bear a legend as to the applicable restrictions on
transferability in order to insure compliance with the Act,
unless in the aforesaid opinion of counsel for the holder, such
legend is not required in order to insure compliance with the
Act. The Company may issue stop transfer instructions to its
transfer agent in connection with such restrictions.
9. No Rights of Stockholders.
No holder of this Warrant shall be entitled to vote or receive dividends
or be deemed the holder of Common Stock, nor shall anything contained herein be
construed to confer
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upon the holder of this Warrant, as such, any of the rights of a stockholder of
the Company or any right to vote for the election of directors or upon any
matter submitted to stockholders at any meeting thereof, or to give or withhold
consent to any corporate action (whether upon any recapitalization, issuance of
stock, reclassification of stock, change of par value or change of stock to no
par value, consolidation, merger, conveyance, or otherwise) or to receive notice
of meetings, or to receive dividends or subscription rights or otherwise.
10. Expiration of Warrant.
This Warrant shall expire and shall no longer be exercisable upon the
occurrence of 5:00 p.m., Pacific Standard Time, on July 1, 1999.
ADAC LABORATORIES
By:
-------------------------------------------
Xxxxxx X. Xxxxx
Assistant Corporate Secretary
Date of Xxxxx: August 11, 1994
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THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER
ANY STATE SECURITIES LAW. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR
THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.
Void after July 17, 2000
ADAC LABORATORIES
WARRANT TO PURCHASE SHARES OF COMMON STOCK
THIS CERTIFIES THAT, for value received, Xxxx & Company, Inc. is
entitled to subscribe for and purchase shares of the fully paid and non
assessable Common Stock, $.01 par value per share, of ADAC LABORATORIES, subject
to the provisions and upon the terms and conditions hereinafter set forth.
1. Definitions
For the purposes of this Warrant, the following terms shall have the
following meanings:
(a) Act. "Act" means the Securities Act of 1933, as amended.
(b) Common Stock. "Common Stock" means the fully paid and
nonassessable Common Stock, $.01 par value, of the Company.
(c) Company. "Company" means ADAC Laboratories, a California
corporation.
(d) Date of Agreement. "Date of Agreement" means July 17, 1995.
(e) Date of Grant. "Date of Grant" means July 17, 1995.
(f) Shares. Shares means up to 60,000 shares of Common Stock,
which amount is subject to adjustment pursuant to Section 5
hereof.
(g) Value at Exercise. "Value at Exercise" means the closing
market price of the Company's Common Stock on the Nasdaq Stock
Market (or, if the Common Stock should cease to be traded
thereon, on such other exchange or public trading market on which
the Common Stock may then become traded) on the date this Warrant
is surrendered.
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(h) Warrant. "Warrant" means this Warrant which entitles Xxxx &
Company, Inc., subject to the provisions and upon the terms and
conditions set forth herein, to purchase shares of Common Stock.
(i) Warrant Price. "Warrant Price" means initially a price of
$11.875 per share of Common Stock, which price is subject to
adjustment pursuant to Section 5 hereof.
2. Conditions to Exercise.
(a) Vesting. Subject to subsection 2(b) below, the purchase right
represented by this Warrant shall be exercisable, cumulatively, as to
the number of Shares subject to the Warrant shown below at any time
during the term of this Warrant.
NUMBER OF SHARES CUMULATIVE NUMBER
VESTING DATE BECOMING EXERCISABLE OF SHARES EXERCISABLE
------------ -------------------- ---------------------
August 17, 1995 6,000 6,000
September 17, 1995 6,000 12,000
October 17, 1995 6,000 18,000
November 17, 1995 6,000 24,000
December 17, 1995 6,000 30,000
January 17, 1996 6,000 36,000
February 17, 1996 6,000 42,000
March 17, 1996 6,000 48,000
April 17, 1996 6,000 54,000
May 17, 1996 6,000 60,000
(b) Continued Consulting. In the event that Xxxx & Company, Inc. shall
cease to serve as a consultant of the Company for any reason, the
Warrant shall be exercisable only as to those shares which had vested
(as noted in subsection 2(a) by the date that the Company gives Xxxx &
Company, Inc. notice of its termination as a consultant to the Company
or the date that Xxxx & Company, Inc. gives the Company notice that it
is ceasing to serve as a consultant to the Company, whichever is
earlier. The vesting of this Warrant is earned by Xxxx & Company, Inc.'s
continued service as a consultant. This Warrant does not constitute an
express or implied promise of a continued consulting relationship for
the vesting period or any other period.
If Xxxx & Company, Inc. temporarily ceases to serve as Consultant
to the Company, then the vesting shall end as of the date services cease
and shall resume when services are re-engaged, but in no event later
than the expiration date of the warrant.
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3. Method of Exercise; Payment; Issuance of New Warrant
The holder hereof shall have the option to exercise this Warrant
pursuant to the method set out in either Section 3(a) or 3(b) below.
(a) Standard Method. This Warrant may be exercised by the holder hereof,
in whole or in part, by the surrender of this Warrant at the principal
office of the Company and by the payment to the Company, in cash or by
check acceptable to the Company, of an amount equal to the then
applicable Warrant Price per share multiplied by the number of shares
then being purchased.
(b) Net Issuance Method. This Warrant may be exercised by the holder
hereof, in whole or in part, by the surrender of this Warrant at the
principal office of the Company. Upon such surrender, the holder of this
Warrant is entitled to receive such number of fully paid and non
assessable shares of the Company's Common stock as equals the product of
(x) and (y) below, where (x) equals the quotient of (i) the Value at
Exercise less the then applicable Warrant Price divided by (ii) the
Value at Exercise and (y) equals the number of Shares for which this
Warrant is being exercised. If the result of the foregoing calculation
results in a number equal to or less than zero, no shares shall be
delivered upon surrender of this Warrant.
(c) Issuance of New Warrant. In the event of any exercise of the rights
represented by this Warrant, certificates for the shares of Common Stock
issuable upon such exercise shall be delivered to the holder hereof
within a reasonable time and, unless this Warrant has been fully
exercised or expired, a new Warrant representing the portion of the
Shares, if any, with respect to which this Warrant shall not then have
been exercised shall also be issued to the holder hereof within such
reasonable time. The holder hereof shall pay all transfer taxes, if any,
arising from the exercise of this Warrant, and shall pay to the Company
amounts necessary to satisfy any applicable federal, state and local
withholding requirements.
4. Stock Fully Paid; Reservation of Shares
All shares of Common Stock which may be issued upon the exercise of the
rights represented by this Warrant will, upon issuance, be fully paid and non
assessable. During the period within which the rights represented by this
Warrant may be exercised, the Company will, at all times have authorized and
reserved a sufficient number of shares of its Common Stock to provide for the
exercise of the rights represented by this Warrant.
5. Adjustment of Purchase Price and Number of Share.
The securities purchasable upon the exercise of this Warrant and the
Warrant Price shall be subject to adjustment from time to time upon the
occurrence of certain events, as follows:
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(a) Subdivision or Combination of Shares. If the Company at any time
while this Warrant remains outstanding and unexpired shall subdivide or
combine its Common Stock, the Warrant Price shall be proportionately
decreased in the case of a subdivision or increased in the case of a
combination.
(b) In the case of any reclassification or similar change of outstanding
shares of Common Stock, or in case of any consolidation of the Company
with or merger of the Company into another corporation (other than a
merger whose sole purpose is to change the state of incorporation of the
Company or a consolidation or merger in which the Company is the
continuing corporation and which does not result in any reclassification
or change of outstanding shares of Common Stock), or in case of any sale
or conveyance to another corporation of the property of the Company as
and entirety or substantially as an entirety, the holder hereof shall
have the right thereafter without payment of additional consideration,
upon exercise of its rights hereunder, to receive the kind and amount of
shares of stock and other securities and property that the holder hereof
would have received, upon such reclassification, change, consolidation,
merger, sale of conveyance. Alternatively, the Board of Directors of the
Company may, in its sole discretion, provide a 30-day period immediately
prior to such event in which the holder shall have the right to exercise
the Warrant in whole or in part without regard to limitations on
vesting. It shall be a condition of the effectiveness of any such
transaction that one of the foregoing provisions of the benefit of this
Warrant shall be lawfully and adequately provided for.
(c) Stock Dividends. If the Company at any time while this Warrant is
outstanding and unexpired shall pay a dividend with respect to Common
Stock payable in Common Stock, then the Warrant Price shall be adjusted,
from and after the date of determination of stockholders entitled to
receive such dividend, to that price determined by multiplying the
Warrant Price in effect immediately prior to such date of determination
by a fraction (i) the numerator of which shall be the total number of
shares of Common Stock outstanding immediately prior to such dividend,
and (ii) the denominator of which shall be the total number of shares of
Common Stock outstanding immediately after such dividend.
(d) Adjustment of Number of Shares. Upon each adjustment in the Warrant
Price, the number of Shares shall be adjusted, to the nearest whole
share, to the product obtained by multiplying the number of Shares
immediately prior to such adjustment in the Warrant Price by a fraction,
the numerator of which shall be the Warrant Price immediately prior to
such adjustment and the denominator of which shall be the Warrant Price
immediately thereafter.
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6. Notice of Adjustments.
Whenever any Warrant Price shall be adjusted pursuant to Section 5
hereof, the Company shall make a certificate signed by its chief financial
officer setting forth, in reasonable detail, the event requiring the adjustment,
the amount of the adjustment, the method by which such adjustment was
calculated, and the Warrant Price after giving effect to such adjustment, and
shall cause copies of such certificate to be mailed (by first class mail,
postage prepaid) to the holder of this Warrant.
7. Fractional Shares.
No fractional shares of Common Stock will be issued in connection with
any exercise hereunder, but in lieu of such fractional shares the Company shall
make a cash payment therefor upon the basis of the Value at Exercise then in
effect.
8. Compliance with Securities Act; Non-transferability of Warrant;
Disposition of Shares of Common Stock.
(a)Compliance with Securities Act. The holder of this Warrant, by
acceptance hereof, acknowledges and agrees that this Warrant has not
been and the shares of Common Stock to be issued upon exercise hereof
may not be registered under the Act and this Warrant is being and the
Common Stock may be issued to holder under one or more exemptions from
registration provided by the Act and the rules and regulations
promulgated thereunder and that the Company is relying on the truth and
accuracy of holder's representations and warranties contained herein in
doing so without registering the same under the Act. Holder represents
and warrants that (i) this Warrant and the shares of Common Stock to be
issued upon exercise hereof are being acquired for investment, and not
with a view to distribution or resale, (ii) holder has such knowledge
and experience in financial and business matters as to be capable of
evaluating the risks of this Warrant and any investment in the Common
Stock upon exercise of this Warrant, (iii) holder has received such
information concerning the Company and has had an opportunity to make
inquiry as to the Company so as to allow the holder to make an informed
investment decision to exercise this Warrant, (iv) holder is an
"accredited investor" within the meaning of Rule 501 of Regulation D
promulgated under the Act, and (v) holder will not offer, sell or
otherwise dispose of this Warrant or any shares of Common Stock to be
issued upon exercise hereof except under circumstances which will not
result in a violation of the Act. Upon exercise of this Warrant, holder
shall, if requested by the Company, confirm in writing to the Company,
the truth and accuracy of the foregoing representations and warranties
with respect to holder's investment in the Common Stock. Xxxxxx
acknowledges and agrees that this Warrant and all shares of Common Stock
issued upon exercise of this Warrant (unless registered under the Act)
shall be stamped or imprinted with a legend in substantially the
following form:
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"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW. NO SALE
OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF
COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT
SUCH REGISTRATION IS NOT REQUIRED."
(b) Transferability of Warrant. This Warrant may not be sold,
transferred or assigned without the prior written consent of the Company
and, if required, any governmental authority.
(c) Disposition of Shares of Common Stock. With respect to any offer,
sale or other disposition of any shares of Common stock acquired
pursuant to the exercise of this Warrant prior to registration of such
shares, the holder hereof and each subsequent holder of this Warrant
agrees to give written notice to the Company prior thereto, describing
briefly the manner thereof, together with a written opinion of such
xxxxxx's counsel, if requested by the Company, to the effect that such
offer, sale or other disposition may be effected without registration or
qualification (under the Act as then in effect or any federal or state
law than in effect) of such shares of Common Stock and indicating
whether or not under the Act certificates for such shares of Common
Stock to be sold or otherwise disposed of require any restrictive legend
as to applicable restrictions on transferability in order to insure
compliance with the Act. Promptly upon receiving such written notice and
reasonably satisfactory opinion, if so requested, the Company shall
notify such holder that such holder may sell or otherwise dispose of
such shares of Common Stock in accordance with the terms of the notice
delivered to the Company., If the opinion of counsel for the holder is
not reasonably satisfactory to the Company, the Company shall promptly
notify the holder.
Notwithstanding the foregoing paragraph, such shares of Common
Stock may be offered, sold or otherwise disposed of in accordance with
Rule 144 under the Act, provided that the Company shall have been
furnished with such information as the Company may request to provide a
reasonable assurance that the provisions of Rule 144 have been
satisfied.
Each certificate representing the shares of Common Stock thus
transferred (except a transfer pursuant to Rule 144) shall bear a legend
as to the applicable restrictions on transferability in order to insure
compliance with the Act, unless in the aforesaid opinion of counsel for
the holder, such legend is not required in order to insure compliance
with the Act. The Company may issue stop transfer instructions to its
transfer agent in connections with such restrictions.
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9. No Rights of Stockholders.
No holder of this Warrant shall be entitled to vote or receive dividends
or be deemed the holder of Common Stock, nor shall anything contained herein be
construed to confer upon the holder of this Warrant, as such, any of the rights
of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock, change of par
value or change of stock to no par value, consolidation, merger, conveyance, or
otherwise) or to receive notice of meetings, or to receive dividends or
subscription rights or otherwise.
10. Expiration of Warrant.
This Warrant shall expire and shall no longer be exercisable as of 5:00
p.m., Pacific Standard Time, on July 17, 2000.
ADAC LABORATORIES
By:
-------------------
XXXXXX X. XXXXX
Assistant Secretary
Date of Grant: July 17, 1995
ACCEPTED AND AGREED
XXXX & COMPANY, INC.
By:
------------------------------
Name:
----------------------------
Title:
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