Exhibit 4.2
THE WARRANTS REPRESENTED HEREBY HAVE BEEN ACQUIRED BY THE
HOLDER NAMED HEREON FOR HIS OWN ACCOUNT FOR INVESTMENT
WITH NO INTENTION OF MAKING OR CAUSING TO BE MADE ANY
PUBLIC DISTRIBUTION OF ALL OR ANY PORTION THEREOF; THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE
SECURITIES LAWS AND MAY NOT BE TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED
UNDER THE ACT AND SUCH LAWS OR (1) REGISTRATION UNDER
THE ACT AND THE APPLICABLE STATE SECURITIES LAWS
IS NOT REQUIRED AND (2) AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY IS FURNISHED TO THE
COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT
AND THE APPLICABLE STATE LAWS IS NOT REQUIRED.
WARRANT TO PURCHASE COMMON STOCK OF
MERIDIAN MEDICAL TECHNOLOGIES, INC.
Warrant No. Shares
---------- ----------
This certifies that, for value received,
(the "HOLDER") is entitled to subscribe for and purchase up to
shares (subject to adjustment from time to time pursuant to the provisions of
Section 5 hereof) of fully paid and nonassessable Common Stock of MERIDIAN
MEDICAL TECHNOLOGIES, INC., a Delaware corporation (the "COMPANY"), at the
Warrant Price (as defined in Section 2 hereof), subject to the provisions and
upon the terms and conditions hereinafter set forth.
As used herein, the term "COMMON STOCK" shall mean the Company's
presently authorized Common Stock, $.10 par value per share, and any stock
into or for which such Common Stock may hereafter be converted or exchanged.
This Warrant was originally one of a series of substantially identical
warrants (the "Warrants") issued by Brunswick Biomedical Corporation ("BBC")
pursuant to those certain Preferred Stock and Warrant Purchase Agreements
dated March 14, 1996 (the "Purchase Agreements") in connection with the offer
and sale of the Series D and E Preferred Stock and was assumed by the Company
on November 20, 1996 when BBC merged with and into the Company (the "Merger").
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1. TERM OF WARRANT. The purchase right represented by this Warrant
is exercisable, in whole or in part, at any time during the period beginning
on March 14, 1996 (the "INITIAL EXERCISE DATE") and ending on March 14, 2001.
2. WARRANT PRICE. The exercise price of this Warrant is $8.33 per
share, subject to adjustment from time to time pursuant to the provisions of
Section 5 hereof (the "WARRANT PRICE").
3. METHOD OF EXERCISE.
Subject to Section 1 hereof, the purchase right represented by this
Warrant may be exercised by the holder hereof, in whole or in part, by the
surrender of this Warrant (with the notice of exercise form attached hereto
as EXHIBIT 1 duly executed) at the principal office of the Company and by the
payment to the Company, by check or wire transfer, of an amount equal to the
Warrant Price per share multiplied by the number of shares then being
purchased. The Company agrees that the shares so purchased shall be deemed
to be issued to the holder hereof as the record owner of such shares as of
the close of business on the date on which this Warrant shall have been
surrendered and payment made for such shares as aforesaid. In the event of
any exercise of this Warrant, certificates for the shares of stock so
purchased shall be delivered to the holder hereof within 15 days thereafter
and, unless this Warrant representing the portion of the shares, if any, with
respect to which 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 15 day period.
4. STOCK FULLY PAID; RESERVATION OF SHARES. All Common Stock which
may be issued upon the exercise or conversion of this Warrant will, upon
issuance, be fully paid and nonassessable, and free from all taxes, liens and
charges with respect to the issue thereof. During the period within which
the rights represented by this Warrant may be exercised, the Company will at
all times have authorized, and reserved for the purpose of the issuance upon
exercise of the purchase rights evidenced by this Warrant, a sufficient
number of shares of its Common Stock to provide for the exercise of the
rights represented by this Warrant.
5. ADJUSTMENTS.
(a) RECLASSIFICATION, CONSOLIDATION OR MERGER. In case of any
reclassification or change of outstanding securities of the class issuable
upon exercise of this Warrant
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(other than a change in par value, or from par value to no par value, or from
no par value to par value, or as a result of a subdivision or combination),
or in case of any consolidation or merger of the Company with or into another
corporation, other than a merger with another corporation in which the
Company is a continuing corporation and which does not result in any
reclassification or change of outstanding securities issuable upon exercise
of this Warrant, or in case of any sale of all or substantially all of the
assets of the Company, the Company, or such successor or purchasing
corporation, as the case may be, shall execute a new Warrant, providing that
the holder of this Warrant shall have the right to exercise such new Warrant
and procure upon such exercise, in lieu of each share of Common Stock
theretofore issuable upon exercise of this Warrant, the kind and amount of
shares of stock, other securities, money and property receivable upon such
reclassifications, change, consolidation, or merger by a holder of one share
of Common Stock. Such new Warrant shall provide for adjustments which shall
be as nearly equivalent as may be practicable to the adjustments provided for
in this Section 5. No consolidation or merger of the Company with or into
another corporation referred to in the first sentence of this paragraph (a)
shall be consummated unless the successor or purchasing corporation referred
to above shall have agreed to issue a new Warrant as provided in this Section
5. The provisions of this subsection (a) shall similarly apply to successive
reclassifications, changes, consolidations, mergers and transfers.
(b) 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.
(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, or make any other distribution with respect to,
Common Stock (except any distribution specifically provided for in the
foregoing subparagraphs (a) or (b)) then the Warrant Price shall be adjusted,
from and after the date of determination of shareholders entitled to receive
such dividend or distribution, to that price determined by multiplying the
Warrant Price in effect immediately prior to such date of determination by a
fraction (a) the numerator of which shall be the total number of shares of
Common Stock outstanding immediately prior to such dividend or distribution
and (b) the denominator of which shall be the total number of shares of
Common Stock outstanding immediately after such dividend or distribution.
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(d) ADJUSTMENT OF NUMBER OF SHARES. Upon each adjustment in the
Warrant Price pursuant to Section 5(a), (b) or (c), the number of shares of
Common Stock purchasable hereunder shall be adjusted, to the nearest whole
share, to the product obtained by multiplying the number of shares
purchasable 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 prepare 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, the Warrant
Price after giving effect to such adjustment and the number of shares then
purchasable upon exercise of this Warrant, and shall cause copies of such
certificate to be mailed (by first class mail, postage prepaid) to the holder
of this Warrant at the address specified in Section 10(d) hereof, or at such
other address as may be provided to the Company in writing by 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 Warrant Price then in effect.
8. COMPLIANCE WITH THE ACT.
(a) COMPLIANCE WITH THE 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 such holder's own
account for investment with no intention of making or causing to be made any
public distribution of all or any portion thereof; and such securities may
not be pledged, sold or in any other way transferred in the absence of an
effective registration statement for such securities under the Act and
registration of such securities under applicable state securities laws or (i)
registration under applicable state securities laws is not required and (ii)
an opinion of counsel satisfactory to the Company is furnished to the Company
to the effect that registration under the Act is not required.
- 5 -
9. TRANSFER AND EXCHANGE OF WARRANT.
(a) TRANSFER. This Warrant may be transferred or succeeded to by
any person; PROVIDED HOWEVER, that the Company is given written notice by the
transferee at the time of such transfer stating the name and address of the
transferee and identifying the securities with respect to which such rights
are being assigned.
(b) EXCHANGE. Subject to compliance with the terms hereof, this
Warrant and all rights hereunder are transferable, in whole or in part, at
the office of the Company by the holder hereof in person or by duly
authorized attorney, upon surrender of this Warrant properly endorsed. Each
taker and holder of this Warrant, by taking or holding the same, consents and
agrees that this Warrant, when endorsed in blank, shall be deemed negotiable;
provided, that the last holder of this Warrant as registered on the books of
the Company may be treated by the Company and all persons dealing with this
Warrant as the absolute owner hereof for any purposes and as the person
entitled to exercise the rights represented by this Warrant or to transfer
hereof on the books of the Company, any notice to the contrary
notwithstanding, unless and until such holder seeks to transfer registered
ownership of this Warrant on the books of the Company and such transfer is
effected.
10. MISCELLANEOUS.
(a) NO RIGHTS AS SHAREHOLDER. Except as provided in the
Agreement, no holder of the Warrant or Warrants shall be entitled to vote or
receive dividends or be deemed the holder of Common Stock or any other
securities of the Company which may at any time be issuable on the exercise
hereof for any purpose, nor shall anything contained herein be construed to
confer upon the holder of this Warrant, as such, any of the rights of a
shareholder of the Company or any right to vote for the election of directors
or upon any matter submitted to shareholders 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 until the Warrant or Warrants shall have
been exercised and the shares purchasable upon the exercise hereof shall have
become deliverable, as provided herein.
(b) REPLACEMENT. On receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of this Warrant
and, in the case of
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loss, theft or destruction, on delivery of an indemnity agreement, or bond
reasonably satisfactory in form and amount to the Company or, in the case of
mutilation, on surrender and cancellation of this Warrant, the Company, at
its expense, will execute and deliver, in lieu of this Warrant, a new Warrant
of like tenor.
(c) NOTICE OF CAPITAL CHANGES. In case:
(i) the Company shall declare any dividend or distribution
payable to the holder of its Common Stock;
(ii) there shall be any capital reorganization or
reclassification of the capital stock of the Company, or consolidation or
merger of the Company with, or sale of all or substantially all of its assets
to, another corporation or business organization; or
(iii) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;
then, in any one or more of said cases, the Company shall give the holder of
this Warrant written notice, in the manner set forth in subparagraph (d)
below, of the date on which a record shall be taken for such dividend, or
distribution or for determining shareholders entitled to vote upon such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up and of the date when any such transaction shall
take place, as the case may be. Such written notice shall be given at least
30 days prior to the transaction in question and not less than 20 days prior
to the record date in respect thereof.
(d) NOTICE. Any notice given to either party under this Warrant
shall be in writing, and any notice hereunder shall be deemed to have been
given upon the earlier of delivery thereof by hand delivery, by courier, or
by standard form of telecommunication or three (3) business days after the
mailing thereof if sent registered mail with postage prepaid, addressed to
the Company at its principal executive offices and to the holder at its
address set forth in the Company's books and records or at such other address
as the holder may have provided to the Company in writing.
(e) NO IMPAIRMENT. The Company will not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed
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hereunder by the Company, but will at all times in good faith assist in the
carrying out of all the provisions of the Warrant.
(f) REGISTRATION RIGHTS. The Common Stock issued upon exercise
of this Warrant shall be registered for resale by the Holder in accordance
with the Registration Rights Agreement signed by the Holder in connection
with the Merger.
(g) GOVERNING LAW. This Warrant shall be governed by and
construed under the laws of the State of Delaware.
IN WITNESS WHEREOF, this Warrant is executed as of this day of
, 1996.
MERIDIAN MEDICAL TECHNOLOGIES,
INC.
By: -----------------------------
Title: -----------------------------
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EXHIBIT I
NOTICE OF EXERCISE
TO: MERIDIAN MEDICAL TECHNOLOGIES, INC.
1. The undersigned hereby elects to purchase shares of Common
Stock of MERIDIAN MEDICAL TECHNOLOGIES, INC. pursuant to the terms of the
attached Warrant, and tenders herewith payment of the purchase price of such
shares in full.
2. Please issue a certificate or certificates representing said
shares of Common Stock in the name of the undersigned or in such other name
as is specified below:
----------------------------------------
(Name)
----------------------------------------
----------------------------------------
(Address)
3. The undersigned represents that the aforesaid shares of Common
Stock are being acquired for the account of the undersigned for investment
and not with a view to, or for resale in connection with, the distribution
thereof and that the undersigned has no present intention of distributing or
reselling such shares.
--------------------------------------
Signature
THE WARRANTS REPRESENTED HEREBY HAVE BEEN ACQUIRED BY THE HOLDER
NAMED HEREON FOR HIS OWN ACCOUNT FOR INVESTMENT
WITH NO INTENTION OF MAKING OR CAUSING TO BE MADE ANY
PUBLIC DISTRIBUTION OF ALL OR ANY PORTION THEREOF; THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE
SECURITIES LAWS AND MAY NOT BE TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED
UNDER THE ACT AND SUCH LAWS OR (1) REGISTRATION UNDER
THE ACT AND THE APPLICABLE STATE SECURITIES LAWS
IS NOT REQUIRED AND (2) AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY IS FURNISHED TO THE
COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT
AND THE APPLICABLE STATE LAWS IS NOT REQUIRED.
COMMON STOCK PURCHASE WARRANT
To Subscribe for Shares of
Common Stock
of
Meridian Medical Technologies, Inc.
THIS CERTIFIES THAT, for value received, (the "holder"), is entitled
to subscribe for and purchase from Meridian Medical Technologies, Inc. (the
"Company") up to ( ) shares of the Company's Common
Stock, $0.10 par value [as defined in Section 7(a), the "Stock"] at a price
of $8.33 per share (with adjustments provided for herein, the "Warrant
Price") at any time until April 22, 2000, subject to the terms and conditions
stated in this Warrant (the "Warrant").
1. EXERCISE
The rights represented by this Warrant may be exercised by the holder
in whole or in part by the surrender of this Warrant and delivery of an
executed Exercise Notice in the form attached hereto to the Company at its
principal office at any time or times within the period specified above,
accompanied by payment for the Stock so subscribed for by certified or bank
check. In the event of the partial exercise of the rights represented by
this Warrant, a new Warrant representing the number of shares as to which
this Warrant
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shall not have been exercised shall be promptly issued to the holder. In any
event, such a new Warrant and a certificate or certificates for the Stock
purchased shall be delivered by the Company to the holder not later than ten
days after payment is made for the purchased Stock.
2. VALIDITY OF ISSUE
The Company warrants and agrees that all shares of Stock which may be
issued upon the exercise of the rights represented by this Warrant will, upon
issuance, be fully paid and nonassessable and free from all taxes, liens and
charges with respect to the issue thereof. The Company further warrants and
agrees that 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 Stock to provide for the exercise
of the rights represented by this Warrant.
3. INVESTMENT REPRESENTATION
The holder by accepting this Warrant represents that the Warrant is
acquired for the holder's own account for investment purposes and not with a
view to any offering or distribution and that the holder has no present
intention of selling or otherwise disposing of the Warrant or the underlying
shares of Stock. Upon exercise, the holder will confirm, in respect of
securities obtained upon such exercise, that it is acquiring such securities
for its own account and not with a view to any offering or distribution in
violation of applicable securities laws.
4. ADJUSTMENTS TO PREVENT DILUTION
a. If and whenever the Company shall issue or sell any shares of
Stock for a consideration per share less than the Warrant Price in effect
immediately prior to the time of such issue or sale, then upon such issue or
sale, the Warrant Price shall be recalculated (and if applicable reduced, but
in no event thereby increased) to a price (calculated to the nearest cent)
determined by dividing (i) an amount equal to the sum of (aa) the number of
shares of Stock outstanding immediately prior to such issue or sale
multiplied by the then existing Warrant Price, and (bb) the consideration, if
any, received by the Company upon such issue or sale by (ii) the total number
of shares of Stock outstanding immediately after such issue or sale. For
purposes of this Section 4, the phrase "Convertible Securities" (defined
below) shall not include shares of Stock issued or issuable to officers,
directors or employees of, or consultants to, the Company pursuant to a stock
purchase or option plan or other employee or director stock incentive or
- 3 -
compensation programs approved by the Board of Directors.
(1) If at any time the Company shall in any manner grant any options
or rights to subscribe for or to purchase Stock or securities
convertible into Stock ("Convertible Securities") or shall issue or
sell any Convertible Securities and the price per share for which
Stock is issuable upon the exercise of such rights or options or upon
conversion or exchange of such Convertible Securities [determined by
dividing (i) the total amount, if any, received or receivable by the
Company as consideration for the granting of such rights or options or
for the issuance or sale of Convertible Securities, plus the minimum
aggregate amount of additional consideration payable to the Company
upon the exercise of such rights or options, plus, in the case of such
Convertible Securities, the minimum aggregate amount of additional
consideration, if any, payable upon the conversion or exchange
thereof, by (ii) the total maximum number of shares of Stock issuable
upon the exercise of such rights or options or upon the conversion or
exchange of such Convertible Securities] shall be less than the
Warrant Price in effect immediately prior to the time of the granting
of such rights or options or the issuance or sale of such Convertible
Securities, then the total maximum number of shares of Stock issuable
upon the exercise of such rights or options or upon conversion or
exchange of such Convertible Securities shall (as of the date of
granting of such rights or options or the issuance or sale of such
Convertible Securities) be deemed to be outstanding and to have been
issued for such price per share. No further adjustments of the
Warrant Price shall be made upon the actual issue of such Stock or of
such Convertible Securities upon exercise of such rights or options or
upon the actual issue of such Stock upon conversion or exchange of
such Convertible Securities. Unless a provision of any other paragraph
of this Section 4 controls, if the price per share for which Stock is
issuable upon exercise of such rights or options or upon conversion or
exchange of such Convertible Securities shall change at any time, the
Warrant Price then in effect shall forthwith be adjusted or readjusted
to such Warrant Price as would have obtained had the adjustments made
upon the issuance or sale of such rights, options or Convertible
Securities been made upon the basis of (a) the issuance of the number
of shares of Stock theretofore actually delivered (and the total
- 4 -
consideration received therefor) upon the exercise of such options or
rights or upon the conversions or exchange of such Convertible
Securities, and (b) the assumption that the remaining outstanding
options, rights, or Convertible Securities were originally issued at
the time of such change. On the expiration of any such option or right
or the termination of any such right to convert or exchange such
Convertible Securities, the Warrant Price then in effect shall
forthwith be readjusted to such Warrant Price as would have obtained
had the adjustments made upon the issuance or sale of such rights or
options or Convertible Securities been made upon the basis of (a) the
issuance of the number of shares of Stock theretofore actually
delivered (and the total consideration received therefor) upon the
exercise of such rights or options or upon the conversions or exchange
of such Convertible Securities and (b) the issuance or sale of any such
options, rights or Convertible Securities as remain outstanding after
said expiration or termination.
(2) If the Company shall declare a dividend, or make any
further distribution upon any capital stock of the Company, payable
in Stock or Convertible Securities, then any Stock or Convertible
Securities (as the case may be) issuable in payment of such
dividend or distribution shall be deemed to have been issued or
sold without consideration; and in addition to the adjustment of
the Warrant Price required by this Section 4(a), the number of
shares of Stock issuable upon exercise of this Warrant shall be
proportionately increased so that the holder upon exercise of this
Warrant shall be entitled to receive the same number of shares of
Stock which it would have received if it had exercised this Warrant
in full immediately prior to the date for determining stockholders
entitled to receive such dividend or distribution.
(3) If any shares of Stock or Convertible Securities or any
rights or options to purchase any such Stock or Convertible
Securities shall be issued for cash, then the consideration
received shall be deemed to be the amount received by the Company,
without deduction therefrom of any expenses incurred or any
underwriting commissions or concessions paid or allowed by the
Company in connection therewith. In case any shares of Stock or
Convertible Securities or any rights or options to purchase any
such Stock or Convertible Securities shall be issued for a
consideration other than cash, the amount of the consideration
other than
- 5 -
cash received by the Company shall be deemed to be the
value of such consideration as determined by the Board of
Directors of the Company, without deduction of any expenses
incurred or any underwriting commissions or concessions paid
or allowed by the Company in connection therewith.
(4) If the Company shall take a record of the holders
of its Stock for the purpose of entitling them (i) to
receive a dividend or other distribution payable in Stock or
in Convertible Securities, or (ii) to subscribe for or
purchase Stock or Convertible Securities, then for purposes
of this Warrant such record date shall be deemed to be the
date of the issue or sale of the shares of Stock deemed to
have been issued or sold upon the declaration of such
dividend or the making of such other distribution or the
date of the granting of such right of subscription or
purchase, as the case may be.
b. If the Company shall declare a dividend upon any Stock of the
Company payable otherwise than as a cash dividend paid out of current
earnings, or in Stock or Convertible Securities, then the Warrant Price in
effect immediately prior to the declaration of such dividend shall be reduced
by an amount equal to the fair value of the dividend per share of the Stock
outstanding at the time of such declaration as determined by the Board of
Directors of the Company. Such reduction shall take effect as of the date on
which a record is taken for the purpose of such dividend or, if a record is
not taken, the date as of which the holders of Stock of record entitled to
such dividend are to be determined.
c. If the Company shall at any time subdivide its outstanding shares
of Stock into a greater number of shares, then the Warrant Price in effect
immediately prior to such subdivision shall be proportionately reduced, and
the number of shares issuable upon exercise of this Warrant shall be
proportionately increased; and conversely, in case the outstanding shares of
Stock of the Company shall be combined into a smaller number of shares, the
Warrant Price in effect immediately prior to such combination shall be
proportionately increased and the number of shares issuable proportionately
reduced.
d. Except as provided in paragraph (c) of this Section, if any
capital reorganization or reclassification of the capital stock of the
Company, or consolidation or merger of the Company with another corporation,
or the sale of all or substantially all of its assets or of any successor
corporation's property and assets to any other corporation or
- 6 -
corporations (any such corporation being included within the meaning of the
term "successor corporation") shall be effected, then as a condition of such
recapitalization, reclassification, consolidation, merger, or conveyance,
lawful and adequate provision shall be made whereby the holder shall
thereafter have the right to purchase and receive upon the basis and upon the
terms and conditions specified in this Warrant and in lieu of the shares of
Stock of the Company immediately theretofore purchasable and receivable upon
the exercise of the right represented hereby, such shares of stock,
securities or assets as may be issued or payable with respect to or in
exchange for a number of outstanding shares of such Stock equal to the number
of shares of such Stock immediately theretofore purchasable and receivable
upon the exercise of the rights represented hereby had such recapitalization,
reclassification, consolidation, merger or conveyance not taken place, and in
any such case appropriate provisions shall be made with respect to the rights
and interests of the holder of this Warrant to the end that the provisions
hereof (including without limitation provisions for adjustment of the warrant
price and of the number of shares purchasable upon the exercise of this
warrant) shall thereafter be applicable, as nearly as may be, in relation to
any shares of stock, securities or assets thereafter deliverable upon the
exercise hereof. Except as hereinafter provided, the Company shall not
effect any consolidation or merger unless prior to the consummation thereof
the successor corporation shall assume by written instrument executed and
mailed to the holder at its address registered on the books of the Company
the obligation to deliver to the holder such shares of stock, securities or
assets as, in accordance with the foregoing provisions, such holder may be
entitled to purchase. Notwithstanding the foregoing, in the event of a
merger or consolidation in which the Company is not the surviving entity, if
the Company concludes that it will be unable to satisfy the conditions of
this paragraph without a material adverse effect on the terms of such
proposed transaction, then the Company shall have the option, prior to or
contemporaneously with the closing of such merger or consolidation, to
purchase the Warrant from the holder at its then fair value, having regard to
both the spread between the Warrant Price and the value of the consideration
to be received in the transaction and the remaining term of the Warrant. The
Company and the holder of the Warrant shall agree on such fair value or, in
the event they are unable to agree, shall submit the question of fair value
to binding arbitration before a single arbitrator sitting in Boston,
Massachusetts, under the commercial rules of the American Arbitration
Association (any cost of arbitration to be borne by the Company).
- 7 -
e. Upon any adjustment of the Warrant Price, then and in each such
case the Company shall give written notice thereof, by first class mail,
postage prepaid, addressed to the holder of this Warrant at its address
registered on the books of the Company, which notice shall state the Warrant
Price resulting from such adjustment and the increased or decreased, if any,
number of shares purchasable at such price upon the exercise of this Warrant,
setting forth in reasonable detail the method of calculation and the facts
upon which such calculation is based.
5. NOTICE OF REORGANIZATIONS, ETC.
In case at any time:
a. The Company shall declare any dividend upon its Stock whether
payable in cash, property or Stock or make any distribution to the holders of
its Stock;
b. there shall be any capital reorganization, or reclassification of
the capital stock of the Company, or consolidation or merger of the Company
with another corporation; or
c. there shall be a voluntary or involuntary dissolution, liquidation
or winding up of the Company;
then, in each one or more of said cases, the Company shall give at least 20
days' prior written notice, by first class mail, postage prepaid, addressed
to the holder at its address registered on the books of the Company of (i)
the date on which the books of the Company shall close or a record shall be
taken for purposes of ascertaining which shareholders will be entitled to
participate in such dividend or distribution or will be entitled to vote on
such reclassification, reorganization, consolidation, merger, dissolution,
liquidation or winding up, as the case may be; (iii) the date on which the
vote shall be taken concerning such reclassification, reorganization,
consolidation, merger, dissolution, liquidation or winding up, as the case
may be; and (ii) the date on which such dividend or distribution is to be
paid or such reclassification, liquidation or winding up, as the case may be,
is to be effective. Such notice shall also specify the date as of which the
holders of Stock of record shall participate in said dividend or distribution
or shall be entitled to exchange their Stock for securities or other property
deliverable upon such reorganization, reclassification, consolidation,
merger, dissolution, liquidation, or winding up, as the case may be.
- 8 -
6. ISSUANCE OF ADDITIONAL STOCK
The Company shall give to the holder at least 20 days' prior written
notice, by first class mail, postage prepaid, addressed to the holder at its
address registered on the books of the Company, of the record date for
determining the holders of Stock who shall be granted rights as a class to
subscribe for or to purchase, or any options for the purchase of, Stock or
Convertible Securities, to the end that the holder may exercise its rights to
acquire Stock under this Warrant, by delivery of an executed Exercise Notice
in accordance with Section 1 prior to said record date, and may thereby
receive the same rights as other holders of Stock on said record date.
7. MISCELLANEOUS
a. As used herein the term "Stock" shall mean and include the
Company's presently authorized Common Stock, $.10 par value, and stock of any
other class into which such presently authorized Stock may hereafter be
changed. For the purposes of Sections 4, 5, and 6, the term "Stock" shall
also include any capital stock of any class of the Company hereafter
authorized which shall not be limited to a fixed sum or percentage in respect
of the rights of the holders thereof to participate in dividends or in the
distribution of assets upon the voluntary or involuntary liquidation,
dissolution or winding up of the Company.
b. This Warrant shall not entitle the holder to any voting rights or
other rights as a stockholder of the Company, or to any other rights
whatsoever except the rights herein expressed, and no cash dividend paid out
of earnings or surplus or interest shall be payable or accrue in respect of
this Warrant or the interest represented hereby or the shares which may be
subscribed for any purchased hereunder until and unless and except to the
extent that the rights represented by this Warrant shall be exercised.
c. This Warrant is exchangeable, upon the surrender hereof at the
office or agency of the Company, for new Warrants of like tenor representing
in the aggregate the right to subscribe for and purchase the number of shares
which may be subscribed for and purchased hereunder, each of such new
Warrants to represent the right to subscribe for and purchase each number of
shares as shall be designated by said holder at the time of such surrender.
8. TRANSFER AND REGISTRATION
a. If any proposed transfer, in whole or in part, of this Warrant or
the Stock issuable upon exercise of this
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Warrant might reasonably involve a public offering of the same contrary to
the investment representations in Section 3, the Company may require as a
condition precedent to such transfer, an opinion of counsel, satisfactory to
it, that the proposed transfer will not involve a public offering which is
required to be registered under the Securities Act of 1933. Subject to the
foregoing, this Warrant and all rights hereunder is transferable, in whole or
in part, on the books of the Company to be maintained for such purpose, upon
surrender of this Warrant at the principal office of the Company, together
with a written assignment of this Warrant duly executed by the holder or its
agent or attorney.
b. This Warrant and the name and address of the holder have been
registered in a Warrant Register that is kept at the principal office of the
Company, and the Company may treat the holder so registered as the absolute
owner of this Warrant for all purposes.
(c) The Common Stock issued upon exercise of this Warrant shall be
registered for resale by the Holder in accordance with the Registration
Rights Agreement signed by the Holder in connection with the Merger.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
by its President on this day of , 199 .
MERIDIAN MEDICAL TECHNOLOGIES, INC.
By
-------------------------------
James H. Miller
President
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ASSIGNMENT
FOR VALUE RECEIVED hereby sells, assigns and transfers all of the
rights of the undersigned under the within Warrant, with respect to the
number of shares of the Common Stock covered thereby set forth hereinbelow,
unto
Social Security
or Federal No.
Name of Identification of
Assignee Address Number Shares
- -------- ------- --------------- ------
Signature:
----------------------------------
Address:
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----------------------------------
----------------------------------
Date:
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EXERCISE NOTICE
TO: Meridian Medical Technologies, Inc.
The undersigned owner of the accompanying Warrant hereby irrevocably
exercises the option to purchase shares of Common Stock in
accordance with the terms of such Warrant, directs that the shares issuable
and deliverable upon such purchase (together with any check for a fractional
interest) be issued in the name of and delivered to the undersigned, and
makes payment in full therefor at the Warrant Price provided in such
Warrant.
COMPLETE FOR REGISTRATION OF SHARES OF COMMON STOCK ON THE STOCK
TRANSFER RECORDS MAINTAINED BY COMPANY:
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Name of Warrant Holder
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Address
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Social Security or Federal Identification Number
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Signature:
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Date: