Exhibit 2.2
COMPANY OPTION AGREEMENT
This COMPANY OPTION AGREEMENT ("Option Agreement") dated as of
December 23, 1998, is by and between Xxxxxxxx-Xxxxx Corporation, a
Delaware corporation ("Parent"), and Xxxxxxx Medical Products, a
Utah corporation ("Company").
WITNESSETH:
WHEREAS, the respective Boards of Directors of Parent and
Company have approved an Agreement and Plan of Merger dated as of
even date herewith (the "Merger Agreement") providing for the merger
of a wholly-owned subsidiary of Parent ("Merger Sub") with and into
Company with Company being the Surviving Corporation;
WHEREAS, as a condition to Parent's willingness to enter into
the Merger Agreement, Company has agreed to grant to Parent the
option set forth herein to purchase a number of shares of the Common
Stock, par value $.10 per share, of Company (the "Common Stock")
equal to 19.9% of the outstanding shares of Common Stock (calculated
on the closing date of such purchase, treating as outstanding the
number of shares of Common Stock outstanding immediately prior to
the time of such purchase) (the "Option Shares"); and
WHEREAS, contemporaneously herewith, Parent, Sub and Company
are entering into the Merger Agreement.
NOW, THEREFORE, in consideration of the premises herein
contained, the parties agree as follows:
1. Definitions.
Capitalized terms used but not defined herein shall have the
same meanings as set forth in the Merger Agreement.
2. Grant of Option.
On the terms and subject to the conditions set forth herein,
Company hereby grants to Parent an irrevocable option (the "Option")
to purchase the Option Shares at a price of $23.28 per share (the
"Purchase Price") payable in cash as provided in Section 4 hereof.
3. Exercise of Option.
(a) Parent may exercise the Option in its entirety at any time
after a Purchase Event (as defined below) or a Stockholder Event (as
defined below) shall have occurred; provided, however, that (i) if
the Option shall not have been exercised, it shall terminate and be
of no further force and effect upon the earlier to occur of (A) the
Effective Time of the Merger, or (B) the termination of the Merger
Agreement in accordance with its terms; provided, further, however,
that (x) if the Merger Agreement is terminated by Company pursuant
to Section 8.1(f) thereof, (y) the Merger Agreement is terminated by
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Parent or Parent has the right to terminate the Merger Agreement
pursuant to Section 8.1(g) thereof, or (z) a Stockholder Event shall
have occurred, the Option shall remain exercisable until the date
which is 180 days after the date of such termination (or, if
earlier, 180 days after the date on which Parent has the right to
terminate the Agreement under Section 8.1(g)) or 180 days after the
Meeting Date (as defined in the Merger Agreement), as applicable;
(ii) if the Option cannot be exercised immediately prior to its
expiration date because of an injunction, order or similar restraint
issued by a court of competent jurisdiction, the Option shall expire
on the 30th business day after such injunction, order or restraint
shall have been dissolved or when such injunction, order or
restraint shall have become permanent and no longer subject to
appeal, as the case may be; and (iii) if the Option cannot be
exercised immediately prior to its expiration date because any
applicable waiting periods under the Xxxx-Xxxxx Xxxxxx Antitrust
Improvements Act of 1976 or similar laws of applicable foreign
countries (collectively, the "Antitrust Laws") shall not have
expired or been terminated, the Option shall expire on the 30th
business day after such expiration or termination.
(b) As used herein, a "Purchase Event" shall be deemed to have
occurred if (i) the Merger Agreement is terminated by Company in
accordance with Section 8.1(f) thereof; or (ii) Parent has the
right to terminate the Merger Agreement pursuant to Section 8.1(g)
thereof. For purposes of determining whether a Purchase Event has
occurred, the right of Parent to terminate the Merger Agreement
pursuant to Section 8.1(g) shall not be deemed to arise until Parent
has received written notice from Company as to the existence of one
or more of the matters referenced in Section 8.1(g) of the Merger
Agreement; provided, however, that if Parent acknowledges its
knowledge of any such matter(s) in writing to Company, such right to
terminate shall be deemed to arise on the date such written
acknowledgment is delivered to Company. Company hereby agrees to
notify Parent as to the existence of such matters immediately upon
its first becoming aware of same.
(c) As used herein, a "Stockholder Event" shall be deemed to
have occurred if the Company's stockholders fail to approve the
Merger at the Stockholder Meeting (as defined in the Merger
Agreement) or any adjournment thereof.
(d) In the event Parent wishes to exercise the Option, it
shall deliver to Company a written notice (the date of which being
herein referred to as the "Notice Date") specifying (i) the total
number of shares it intends to purchase pursuant to such exercise
and (ii) a place and date not earlier than three business days nor
later than 10 business days from the Notice Date for the closing of
such purchase (the "Closing Date").
4. Payment and Delivery of Certificates.
(a) At any closing referred to in Section 3 hereof, Parent
shall pay to Company the aggregate Purchase Price for the shares of
Common Stock purchased pursuant to the exercise of the Option in
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immediately available funds by wire transfer to a bank account
designated in writing by Company.
(b) At any such closing, simultaneously with the delivery of
cash as provided in Section 4(a), Company shall deliver to Parent a
certificate or certificates representing the number of shares of
Common Stock purchased by Parent, registered in the name of Parent
or a nominee designated in writing by Parent, and Parent shall
deliver to Company a letter agreeing that Parent shall not offer to
sell, pledge or otherwise dispose of such shares in violation of
applicable law or the provisions of this Option Agreement.
(c) If at the time of issuance of any Common Stock pursuant to
any exercise of the Option, Company shall have issued any share
purchase rights or similar securities to holders of Common Stock,
then each such share of Common Stock shall also represent rights
with terms substantially the same as and at least as favorable to
Parent as those issued to other holders of Common Stock.
(d) Certificates for Common Stock delivered at any closing
hereunder shall be endorsed with a restrictive legend which shall
read substantially as follows:
"The transfer of the shares represented by this
certificate is subject to certain provisions of an
agreement between the registered holder hereof and Company
(the "Company"), a copy of which is on file at the
principal office of Company, and to resale restrictions
arising under the Securities Act of 1933 and any
applicable state securities laws. A copy of such
agreement will be provided to the holder hereof without
charge upon receipt by Company of a written request
therefor."
It is understood and agreed that the above legend shall be
removed by delivery of substitute certificate(s) without such legend
if Parent shall have delivered to Company an opinion of counsel
reasonably acceptable to Company, in form and substance reasonably
satisfactory to Company and its counsel, to the effect that such
legend is not required for purposes of the Securities Act and any
applicable state securities laws.
5. Authorization, Etc.
(a) Company hereby represents and warrants to Parent that:
(i) Company has full corporate authority to execute and
deliver this Option Agreement and to consummate the
transactions contemplated hereby;
(ii) such execution, delivery and consummation have been
authorized by the Board of Directors of Company, and no other
corporate proceedings are necessary therefor;
(iii) this Option Agreement has been duly and validly
executed and delivered and represents a valid and legally
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binding obligation of Company, enforceable against Company in
accordance with its terms, except that enforceability may be
limited by the Bankruptcy Exception and is subject to the
Equity Exception;
(iv) Company has taken all necessary corporate action to
authorize and reserve and permit it to issue and, at all times
from the date hereof through the date of the exercise in full
or the expiration or termination of the Option, shall have
reserved for issuance upon exercise of the Option, a number of
shares of Common Stock equal to 19.9% of the outstanding shares
of Common Stock on the date hereof (as such number may be
adjusted pursuant to Section 6 hereof or because of any
increase in the number of outstanding shares of Common Stock
after the date hereof) all of which, upon issuance pursuant
hereto, shall be duly authorized, validly issued, fully paid
and nonassessable, and shall be delivered free and clear of all
claims, liens, encumbrances, restrictions, security interests
and preemptive rights; and
(v) except as otherwise required by the Antitrust Laws
and other than any filings required under applicable securities
and blue sky laws, the execution and delivery of this Option
Agreement by Company and the consummation by it of the
transactions contemplated hereby do not require the consent,
waiver, approval or authorization of or any filing with any
person or public authority and will not violate, result in a
breach of or the acceleration of any obligation under, or
constitute a default under, any provision of any charter or
bylaw, indenture, mortgage, lien, lease, agreement, contract,
instrument, order, law, rule, regulation, judgment, ordinance,
or decree, or restriction by which Company or any of its
Subsidiaries or any of their respective properties or assets is
bound.
(b) Parent hereby represents and warrants to Company that:
(i) Parent has full corporate authority to execute and
deliver this Option Agreement and to consummate the
transactions contemplated hereby;
(ii) such execution, delivery and consummation have been
authorized by all requisite corporate action by Parent, and no
other corporate proceedings are necessary therefor;
(iii) this Option Agreement has been duly and validly
executed and delivered and represents a valid and legally
binding obligation of Parent, enforceable against Parent in
accordance with its terms, except that enforcement may be
limited by the Bankruptcy Exception and is subject to the
Equity Exception;
(iv) any Common Stock or other securities acquired by
Parent upon exercise of the Option will not be taken with a
view to the public distribution thereof and will not be
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transferred or otherwise disposed of except in compliance with
the Securities Act; and
(v) except as otherwise required by the Antitrust Laws
and other than any filings required under applicable securities
and blue sky laws, the execution and delivery of this Option
Agreement by Parent and the consummation by it of the
transactions contemplated hereby do not require the consent,
waiver, approval or authorization of or any filing with any
person or public authority and will not violate, result in a
breach of or the acceleration of any obligation under, or
constitute a default under, any provision of any charter or by-
law, indenture, mortgage, lien, lease, agreement, contract,
instrument, order, law, rule, regulation, judgment, ordinance,
or decree, or restriction by which Parent or any of its
Subsidiaries or any of their respective properties or assets is
bound.
6. Adjustment upon Changes in Capitalization.
In the event of any change in Common Stock by reason of stock
dividends, stock splits, split-ups, reclassifications,
recapitalizations or the like, the type and number of shares subject
to the Option, and the purchase price per share, as the case may be,
shall be adjusted appropriately. In the event that any additional
shares of Common Stock are issued or transferred from Company's
treasury stock account after December 15, 1998 (other than pursuant
to an event described in the preceding sentence or pursuant to this
Option Agreement), the number of shares of Common Stock subject to
the Option (but not the purchase price per share) shall be adjusted
so that, after such issuance, it equals at least 19.9% of the number
of shares of Common Stock then issued and outstanding (without
considering as outstanding any shares subject to or issued pursuant
to the Option).
7. Repurchase.
(a) At the request of Parent at any time after the occurrence
of a Purchase Event but prior to the second anniversary of such
Purchase Event (the "Repurchase Period"), if a Put Event (as defined
below) has occurred, Company (or any successor entity thereof) shall
repurchase the Option from Parent together with all (but not less
than all) shares of Common Stock subject thereto or purchased by
Parent pursuant thereto and with respect to which Parent then has
Beneficial Ownership, at a price per share (the "Per Share
Repurchase Price") equal to the greater of:
(i) The per share exercise price paid by Parent for any
shares of Common Stock acquired pursuant to the Option;
(ii) The "Market Price" per share of Common Stock (defined
as the average of the closing sales price per share for the 10
trading days prior to the date of such request for Common Stock
on the NYSE (as reported in the Wall Street Journal or other
authoritative source)); and
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(iii) The highest price per share paid in any
transaction triggering a Put Event pursuant to Section 7(c)
hereof or at which a tender or exchange offer which led to a
Put Event was made for shares of Common Stock. In determining
such price, the value of any consideration other than cash
shall be determined by an independent nationally recognized
investment banking firm selected by Parent and reasonably
acceptable to Company.
(b) In the event Parent exercises its rights under this
Section 7, Company shall, within 10 business days thereafter, pay
the required amount to Parent by wire transfer of immediately
available funds to an account designated by Parent and Parent shall
surrender to Company the Option and the certificates evidencing any
shares of Common Stock purchased thereunder with respect to which
Parent then has Beneficial Ownership, and Parent shall warrant that
it has sole record and Beneficial Ownership of such shares and that
the same are free and clear of all liens, claims, charges,
restrictions and encumbrances of any kind whatsoever.
(c) For purposes of this Section 7, a "Put Event" shall be
deemed to have occurred (i) upon the consummation of any merger,
consolidation or any similar transaction involving Company or any
purchase, lease or other acquisition of all or substantially all of
the assets of Company and its Subsidiaries considered as a whole or
(ii) upon the acquisition by any person of Beneficial Ownership of
50% or more of the then outstanding shares of Common Stock, provided
that no such event shall constitute a Put Event unless a Purchase
Event shall have occurred prior to expiration or termination of the
Option.
8. Repurchase at Option of Company and First Refusal.
(a) If Parent shall not have previously exercised its rights
under Section 7, then, at the request of Company from and after the
date which is the later of (x) six months after a Purchase Event has
occurred and (y) six months after the termination of the Merger
Agreement, Company may repurchase from Parent, and Parent shall sell
to Company, the Option together with all (but not less than all,
subject to Section 10) shares of Common Stock subject thereto or
purchased by Parent pursuant hereto and with respect to which Parent
then has Beneficial Ownership at a price per share equal to the
greater of (i) the Market Price per share of Common Stock (less the
exercise price per share for any unexercised shares of Common Stock
subject to the Option) and (ii) the per share exercise price paid by
Parent for any shares of Common Stock acquired pursuant to the
Option (less the exercise price per share for any unexercised shares
of Common Stock subject to the Option). Any repurchase under this
Section 8(a) shall be consummated in accordance with the procedures
set forth in Section 8(b).
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(b) In the event Company exercises its rights under Section
8(a), Company shall, within 10 business days thereafter, pay the
required amount to Parent by wire transfer of immediately available
funds to an account designated by Parent and Parent shall surrender
to Company the Option and the certificates evidencing any shares of
Common Stock purchased thereunder with respect to which Parent then
has Beneficial Ownership, and Parent shall warrant that it has sole
record and Beneficial Ownership of such shares and that the same are
free and clear of all liens, claims, charges, restrictions and
encumbrances of any kind whatsoever.
(c) If, at any time after the occurrence of a Purchase Event
and prior to the third anniversary of the date of such occurrence,
Parent shall desire to sell, assign, transfer or otherwise dispose
of the Option or all or any of the shares of Common Stock acquired
by it pursuant to the Option, it shall give Company written notice
of the proposed transaction (an "Offeror's Notice"), identifying the
proposed transferee, and setting forth the terms of the proposed
transaction. An Offeror's Notice shall be deemed an offer by Parent
to Company, which may be accepted within 10 business days after its
receipt of such Offeror's Notice, to purchase such Option or shares
on the sameterms and conditions andat the same price atwhich Parent-
is proposing to transfer the Option or such shares to a third
party. The purchase of the Option or such shares by Company shall
be closed within 10 business days of the date of the acceptance of
the offer and the purchase price shall be paid to Parent by wire
transfer of immediately available funds to an account designated by
Parent. In the event of the failure or refusal of Company to
purchase the Option or shares in each case as and to the extent
covered by the Offeror's Notice or if the Board of Directors of
Company does not approve Company's proposed purchase of the Option
or such shares, Parent may, within 60 days from the date of the
Offeror's Notice, sell all, but not less than all, of the Option or
such shares in each case as and to the extent covered by the
Offeror's Notice to such third party at no less than the price
specified and on terms no more favorable to the purchaser than those
set forth in the Offeror's Notice. These requirements shall not
apply to any disposition of Common Stock by a Person to whom Parent
has sold shares of Common Stock issued upon exercise of the Option
in compliance with the terms hereof.
(d) As used herein, the terms "Beneficial Ownership" and
"Beneficially Own" shall have the meanings ascribed to them in Rule
13d-3 under the Exchange Act.
9. Registration Rights; Approval.
(a) For three years after a Purchase Event, Company shall, if
requested by any holder or beneficial owner (each a "Holder") of
more than 2,000,000 shares (subject to adjustment in the event of
any stock dividend, stock split, split-up, reclassification,
recapitalization or the like) of Common Stock issued pursuant to
this Option Agreement, file a registration statement on a form for
general use under the Securities Act if necessary in order to permit
the sale or other disposition of the shares of Common Stock that
have been acquired upon exercise of the Option in accordance with
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the intended method of sale or other disposition requested by such
Holder (it being understood and agreed that any such sale or other
disposition shall be effected on a widely distributed basis so that,
upon consummation thereof, no purchaser or transferee shall
Beneficially Own more than 2% of the shares of Common Stock then
outstanding). Each such Holder shall provide all information
reasonably requested by Company for inclusion in any registration
statement to be filed hereunder. Company shall use its reasonable
commercial efforts to cause such registration statement first to
become effective and then to remain effective for such period not in
excess of 90 days from the day such registration statement first
becomes effective as may be reasonably necessary to effect such
sales or other dispositions. The registration effected under this
Section 9 shall be at Company's expense except for underwriting
commissions and the fees and disbursements of such Holder's counsel
attributable to the registration of such Common Stock. In no event
shall Company be required to effect more than one registration
hereunder. The filing of the registration statement hereunder may
be delayed for up to 120 days if such filing would require premature
disclosure of any material corporate development or otherwise
interfere with or adversely affect any proposed distribution by
Company of Common Stock or if a special audit of Company would
otherwise be required in connection therewith. If requested by any
such Holder in connection with such registration, Company shall
become a party to any underwriting agreement relating to the sale of
such shares, but only to the extent of obligating itself in respect
of the representations, warranties, indemnities and other agreements
customarily included in such underwriting agreements for parties
similarly situated. Upon receiving any request for registration
under this Section 9 from any Holder entitled to such registration,
Company agrees to send a copy thereof to any other person known to
Company to be entitled to registration rights under this Section 9,
in each case by promptly mailing the same, postage prepaid, to the
address of record of the persons entitled to receive such copies
entitled to such registration.
(b) Subject to applicable law and the rules and regulations of
the NYSE, Company shall promptly file an application to list the
shares subject to the Option on the NYSE and will use its
commercially reasonable efforts to obtain approval of such listing
and to effect all necessary filings by Company under the HSR in
connection with the transactions contemplated hereby. Each of the
parties hereto will use its commercially reasonably efforts to
obtain consents of all third parties and governmental authorities,
if any, necessary for the consummation of the transactions
contemplated.
10. Severability.
Any term, provision, covenant or restriction contained in this
Option Agreement held by a court of competent jurisdiction to be
invalid, void or unenforceable shall be ineffective to the extent of
such invalidity, voidness or unenforceability, but neither the
remaining terms, provisions, covenants or restrictions contained in
this Option Agreement nor the validity or enforceability thereof in
any other jurisdiction shall be affected or impaired thereby. Any
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term, provision, covenant or restriction contained in this Option
Agreement that is so found to be so broad as to be unenforceable
shall be interpreted to be as broad as is enforceable. If for any
reason such court determines that applicable law will not permit
Parent or any other person to acquire, or Company to repurchase or
purchase, the full number of shares of Common Stock provided in
Section 2 hereof (as adjusted pursuant to Section 6 hereof), it is
the express intention of the parties hereto to allow Parent or such
other person to acquire, or Company to repurchase or purchase, such
lesser number of shares as may be permissible, without any amendment
or modification hereof.
11. Miscellaneous.
(a) Expenses. Each of the parties hereto shall pay all costs
and expenses incurred by it or on its behalf in connection with the
transactions contemplated hereunder, including fees and expenses of
its own financial consultants, investment bankers, accountants and
counsel, except as otherwise provided herein.
(b) Entire Agreement. Except as otherwise expressly provided
herein or therein, this Option Agreement and the Merger Agreement
contain the entire agreement between the parties with respect to the
transactions contemplated hereunder and supersedes all prior
arrangements and understandings with respect thereto, written or
oral.
(c) Successors; No Third Party Beneficiaries. The terms and
conditions of this Option Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective
successors and permitted assigns. Nothing in this Option Agreement,
expressed or implied, is intended to confer upon any party, other
than the parties hereto and any Holder, and their respective
successors and assigns, any rights, remedies, obligations, or
liabilities under or by reason of this Option Agreement, except as
expressly provided herein.
(d) Assignment. Other than as provided in Sections 8 and 9
hereof, neither of the parties hereto may sell, transfer, assign or
otherwise dispose of any of its rights or obligations under this
Option Agreement or the Option created hereunder to any other person
(whether by operation of law or otherwise), without the express
written consent of the other party. Any purported assignment in
violation hereof shall be null and void.
(e) Notices. All notices or other communications which are
required or permitted hereunder shall be in writing and sufficient
if delivered in accordance with Section 9.6 of the Merger Agreement
(which is incorporated herein by reference).
(f) Counterparts. This Option Agreement may be executed in
counterparts, and each such counterpart shall be deemed to be an
original instrument, but both such counterparts together shall
constitute but one agreement.
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(g) Specific Performance. The parties hereto agree that if
for any reason Parent or Company shall have failed to perform its
obligations under this Option Agreement, then either party hereto
seeking to enforce this Option Agreement against such non-performing
party shall be entitled to specific performance and injunctive and
other equitable relief, and the parties hereto further agree to
waive any requirement for the securing or posting of any bond in
connection with the obtaining of any such injunctive or other
equitable relief. This provision is without prejudice to any other
rights that either party hereto may have against the other party
hereto for any failure to perform its obligations under this Option
Agreement.
(h) Governing Law. THIS OPTION AGREEMENT SHALL BE DEEMED TO BE
MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND
GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE
WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF, EXCEPT
THAT MATTERS RELATING TO THE INTERNAL CORPORATE LAW OF THE COMPANY
SHALL BE GOVERNED BY THE URBCA. Except as permitted by Section
11(g), the parties hereby irrevocably submit to the jurisdiction of
the courts of the State of Delaware and the Federal courts of the
United States of America located in the State of Delaware solely in
respect of the interpretation and enforcement of the provisions of
this Option Agreement and of the documents referred to in this
Option Agreement, and in respect of the transactions contemplated
hereby, and hereby waive, and agree not to assert, as a defense in
any action, suit or proceeding for the interpretation or enforcement
hereof or of any such document, that it is not subject thereto or
that such action, suit or proceeding may not be brought or is not
maintainable in said courts or that the venue thereof may not be
appropriate or that this Option Agreement or any such document may
not be enforced in or by such courts, and the parties hereto
irrevocably agree that all claims with respect to such action or
proceeding shall be heard and determined in such a Delaware State or
Federal court. The parties hereby consent to and grant any such
court jurisdiction over the person of such parties and over the
subject matter of such dispute and agree that mailing of process or
other papers in connection with any such action or proceeding in the
manner provided in Section 11(e) or in such other manner as may be
permitted by law shall be valid and sufficient service thereof.
(i) Waiver of Jury. EACH PARTY ACKNOWLEDGES AND AGREES THAT
ANY CONTROVERSY WHICH MAY ARISE UNDER THIS OPTION AGREEMENT IS
LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE
EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
OPTION AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS OPTION
AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE
IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER
VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS
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OPTION AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 11(i).
(j) Waiver and Amendment. Any provision of this Option
Agreement may be waived at any time by the party that is entitled to
the benefits of such provision. This Option Agreement may not be
modified, amended, altered or supplemented except upon the execution
and delivery of a written agreement executed by the parties hereto.
(k) Descriptive Headings. The descriptive headings herein
are inserted for convenience of reference only and are not intended
to be part of or to affect the meaning or interpretation of this
Agreement.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, each of the parties hereto has executed
this Option Agreement as of the date first written above.
XXXXXXXX-XXXXX CORPORATION
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President and
Chief Financial Officer
XXXXXXX MEDICAL PRODUCTS
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: President
D1995A-136516.4[15]
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