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EXHIBIT 10.03
SHARES PLEDGE
between
HYCOR BIOMEDICAL INC., a corporation under the laws of the State of Delaware,
U.S. and having its principal place of business at 18800 Von Karmen Avenue,
Irvine, California 92612-1517, United States ("HYCOR")
and
[ ] ("THE PLEDGEE")
WHEREAS:-
(A) Hycor and the Pledgee are parties to a Loan Note dated of even date
herewith and Hycor has agreed, in security of its obligations to make
payment under the Loan Note, to grant this Shares Pledge.
(B) The Board of Directors of Hycor is satisfied that entering into this
Shares Pledge is to the benefit of Hycor and for the purpose of its
business.
1. DEFINITIONS AND INTERPRETATION
1.1 In this Shares Pledge the following expressions shall, unless the
context otherwise requires, have the meaning set opposite them
respectively:-
"Cogent" Cogent Diagnostics Limited, a company incorporated
under the Companies Acts with registered number
SC122739
"Default" is deemed to occur (a) should the Secured Liabilities
Liabilities not be repaid (subject to any applicable
grace period) pursuant to the Loan Note or (b) in the
event of material default in Hycor's obligations
hereunder or under the Loan Note which default, if
remediable, has not been so remedied within a period
of 30 days (or such longer period as may be stated in
the notice) of service of notice of default by the
Pledgee specifying (in reasonable detail) the default
and the action required to remedy same
"Loan Note" the loan note for the principal sum of [ ] between
Hycor and the Pledgee dated of even date with this
Shares Pledge
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"Secured Liabilities" all sums of capital and relative interest,
or the outstanding balance from time to time
or relative interest thereon, which may be due
or become due by Hycor to the Pledgee in terms of the
Loan Note
"Pledged Securities" [ ] Ordinary Shares of 25p each in the
capital of Cogent which are to be held subject to
the terms and conditions of this Shares Pledge (and
all other shares, benefits or rights accruing
pursuant to Clause 4.1(c))
1.2 In this Shares Pledge, where the context so admits any reference to a
person shall include a body corporate, reference to the singular shall
include the plural and vice versa, the use of the masculine provision
shall include the feminine and reference to a Clause shall mean a
reference to a Clause of this Shares Pledge.
2. TRANSFER IN SECURITY
2.1 Hycor, as security for the Secured Liabilities:-
(a) hereby assigns to the Pledgee its whole right, title, interest
and benefit in and to the Pledged Securities; and
(b) undertakes to deliver to the Pledgee forthwith a duly executed
share transfer form in respect of the Pledged Securities made
out in favour of the Pledgee together with the relevant Share
Certificate and to procure the registration of the Pledgee in
the Register of Members of Cogent in respect of the Pledged
Securities.
2.2 The Pledgee hereby acknowledges that, notwithstanding any transfer or
delivery to it ex facie absolutely of the Pledged Securities and any
registration of the Pledged Securities in the name of the Pledgee or
any person holding to the order of the Pledgee, the Pledged Securities
are and shall truly be held by it as security for the payment of the
Secured Liabilities on the terms and conditions of this Shares Pledge.
3. WARRANTIES
Hycor hereby warrants (a) the Pledged Securities are not charged to any
other person, and (b) Hycor has not sold, transferred or assigned, or
agreed to sell, transfer, or assign, any interest in the Pledged
Securities to anyone other than the Pledgee.
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4. DEFAULT
4.1 So long as no Default shall have occurred:-
(a) Hycor shall be entitled to exercise any and all voting
rights and other powers pertaining to the Pledged Securities
or any part thereof (and, if required, so direct the
registered holder of the Pledged Securities) for any purpose
not inconsistent with the terms of this Shares Pledge;
(b) Subject to Clause 7 hereof Hycor shall be entitled to
receive and retain any and all dividends and interest paid in
respect of the Pledged Securities (and the Pledgee agrees to
execute such documents as it may from time to time consider to
be appropriate to give effect thereto); and
(c) the Pledgee shall be entitled to receive and retain in
security any and all allotments, rights and benefits
whatsoever at any time issued by Cogent and accruing or
arising in respect of Pledged Securities and all stocks,
shares, rights, money or property accruing thereto or offered
at any time by way of conversion, bonus, option or otherwise
in respect thereof, but so that the Pledgee shall not in any
circumstances incur any liability whatsoever in respect of any
calls, instalments or otherwise in connection therewith.
4.2 After the occurrence of a Default, and in satisfaction of the Secured
Liabilities:
(a) all rights of Hycor to exercise the voting rights and
other powers which they would otherwise be entitled to
exercise pursuant to Clause 4.1 (a) and to receive the
dividends and interest payments which they would otherwise be
authorised to receive and retain pursuant to Clause 4.1 (b)
shall cease, and, if and so long as the Pledgee is, or is
entitled to be, registered as the holder of the Pledged
Securities in the register of members of the Company all such
rights shall become vested in the Pledgee which shall have the
sole right to exercise such voting rights and to receive such
dividends and interest payments;
(b) all dividends and interest payments which are received
by Hycor contrary to the provisions of Clause 4.2 (a) shall,
if, and for so long as the Pledgee is or is entitled to be,
registered as the holder of the Pledged Securities in the
register of members of Cogent, be received in trust for the
benefit of the Pledgee, shall be segregated from other funds
of Hycor and shall be forthwith paid over to the Pledgee;
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(c) Hycor shall on demand execute and do all such transfers,
assurances and things which the Pledgee may from time to time
reasonably require for perfecting its title to any Pledged
Securities; and
(d) the Pledgee may sell or convert into money all or any
part of the Pledged Securities for such consideration as the
Pledgee may think fit and Hycor hereby waives any pre-emption
rights it may have in respect of any transfer thereof whether
under the Articles of Cogent or otherwise.
5. RECONVEYANCE
Upon Hycor irrevocably ceasing to be under any liability to the Pledgee
in respect of the Secured Liabilities, or in the event of the Pledgee
agreeing to release the Pledged Securities for any other reason, the
Pledgee shall transfer to Hycor and Hycor shall accept the transfer of,
all Pledged Securities then held by the Pledgee and the Pledgee shall
co-operate (and sign all such transfers, assurances and things
reasonably required) in procuring the registration of such Pledged
Securities in the name of Hycor or as Hycor shall direct.
6. FURTHER ASSURANCE
Hycor shall on demand execute and do all such transfers, assurances and
things which the Pledgee may reasonably require with a view to, or in
connection with, ensuring the validity, binding effect and
enforceability of the security hereby constituted or intended to be
constituted.
7. RESTRICTIONS
Hycor agrees that, save with the prior written consent of the Pledgee,
it will procure that, during the period in which the Secured
Liabilities are outstanding:
(a) there will be no increase, reduction, consolidation
sub-division or variation in the authorised or issued share
capital of Cogent;
(b) there will be no variation or abrogation of the rights
attached to any class or shares in the capital of Cogent;
(c) no other options, warrants or rights to subscribe for or
be allotted shares in Cogent, shall be granted by Hycor or
Cogent;
(d) no amendment will be made to the Memorandum or Articles
of Association of Cogent;
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(e) there will be no disposal of or fixed charge granted
over the whole, or any substantial part, of the business,
undertaking or assets (particularly any patent, trademark or
the standard operating procedures or quality manual) of
Cogent, whether by a single transaction or a series of
transactions (except in the ordinary course of business);
(f) no resolution shall be passed or petition granted by
Hycor or Cogent for the winding-up of Cogent or the
appointment of any receiver or any application made by Hycor
or Cogent for administration or any similar order in respect
of Cogent;
(g) there will be no declaration or payment of any dividend
or other distribution by Cogent; and
(h) Cogent will continue to trade in the normal course.
8. INDEMNITY
Hycor will indemnify the Pledgee in respect of all liabilities and
expenses incurred by it in good faith in the execution of any rights,
powers or discretions vested in it pursuant hereto as a result of being
the registered holder of the Pledged Securities or as bearer thereof.
9. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
the law of Scotland and Hycor herby irrevocably prorogates and submits
to the jurisdiction of the Court of Session in Scotland. IN WITNESS
WHEREOF these presents consisting of this, the preceding five pages are
executed as follows:-
SUBSCRIBED for and on behalf of
HYCOR BIOMEDICAL INC
at
on the day of July 1997 ................................
by Director
Director
in the presence of:-
Witness ................................
Full Name ..............................
Address ................................
........................................
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