Exhibit 4.4
THIS WARRANT CERTIFICATE AND THE WARRANTS EVIDENCED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT")
BUT HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND MAY NOT
BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL
EITHER (i) THE HOLDER THEREOF SHALL HAVE RECEIVED AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY (AS HEREINAFTER DEFINED) THAT
REGISTRATION THEREOF UNDER THE SECURITIES ACT IS NOT REQUIRED OR (ii) A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT THERETO SHALL HAVE
BECOME EFFECTIVE.
THIS WARRANT CERTIFICATE IS ISSUED PURSUANT TO AND IS SUBJECT TO THE TERMS AND
CONDITIONS OF AN EXCHANGE AGREEMENT (THE "EXCHANGE AGREEMENT") DATED
SEPTEMBER 10, 1996 BY AND AMONG RAMSAY MANAGED CARE, INC., PAUL RAMSAY
HOSPITALS, PTY. LIMITED AND PAUL J. RAMSAY (A COPY OF WHICH IS ON FILE AT THE
PRINCIPAL OFFICE OF THE COMPANY) AND IS ENTITLED TO THE BENEFITS THEREOF.
100,000 Warrants
WARRANT CERTIFICATE
To Subscribe for and Purchase shares of Common Stock, par value $.01, of
RAMSAY MANAGED CARE, INC.
THIS CERTIFIES that, for value received, Paul Ramsay Hospitals, Pty.
Limited, an Australian corporation, or its registered successors and assigns, is
the owner of the number of warrants (the "Warrants") set forth above, each of
which entitles the owner thereof to purchase from Ramsay Managed Care, Inc., a
Delaware corporation (herein called the "Company"), one share of Common Stock,
par value $.01, of the Company (individually, a "Common Share" and collectively,
the "Common Shares"), at an initial exercise price of $1.00 per share, subject
to adjustment from time to time pursuant to the provisions of paragraph 2. The
Warrants evidenced hereby may be exercised by the registered holder hereof at
any time during the period from April 25, 2004 through 5:00 P.M., New York City
Time on October 25, 2004; provided, however, that notwithstanding the foregoing,
such Warrants may be exercised at any time after the date hereof, if at the time
of such exercise, the Market Price (as defined in Section 2(a)(H) hereof, but
calculated without giving effect to the last clause of the first
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sentence of such definition) shall have equalled or exceeded $2.333 (the
"Acceleration Price") on at least fifteen (15) trading days, which need not be
consecutive, subsequent to the date hereof. For purposes of this Warrant
Certificate, the term "Common Shares" shall mean the class of capital stock of
the Company designated common stock, par value $.01, as constituted on the date
hereof, and any other class of capital stock of the Company resulting from
successive changes or reclassifications of the Common Shares.
1. Exercise of Warrants. Subject to the foregoing, the Warrants
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evidenced hereby may be exercised by the registered holder hereof, in whole or
in part, by the surrender of this Warrant Certificate, duly endorsed (unless
endorsement is waived by the Company), at the principal office of the Company
(or at such other office or agency of the Company as it may designate by notice
in writing to the registered holder hereof at such holder's last address
appearing on the books of the Company) and upon payment to the Company by
certified or official bank check or checks payable to the order of the Company
of the purchase price of the Common Shares purchased. The Company agrees that
the Common Shares so purchased shall be deemed to be issued to the registered
holder hereof on the date on which this Warrant Certificate shall have been
surrendered and payment made for such Common Shares as aforesaid; provided,
however, that no such surrender and payment on any date when the stock transfer
books of the Company shall be closed shall be effective to constitute the person
entitled to receive such Common Shares as the record holder thereof on such
date, but such surrender and payment shall be effective to constitute the person
entitled to receive such Common Shares as the record holder thereof for all
purposes immediately after the opening of business on the next succeeding day on
which such stock transfer books are open. The certificate(s) for such Common
Shares shall be delivered to the registered holder hereof within a reasonable
time, not exceeding five days, after the Warrants evidenced hereby shall have
been so exercised and a new Warrant Certificate evidencing the number of
Warrants, if any, remaining unexercised shall also be issued to the registered
holder within such time unless such Warrants shall have expired. No fractional
Common Shares of the Company, or scrips for any such fractional shares, shall be
issued upon the exercise of any Warrants.
2. Adjustment in Exercise Price and Number of Shares. The initial
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exercise price of $1.00 per share shall be subject to adjustment from time to
time as hereinafter provided (such price, as last adjusted, being hereinafter
called the "Exercise Price"). Upon each adjustment of the Exercise Price, the
holder of this Warrant shall thereafter
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be entitled to purchase at the Exercise Price resulting from such adjustment,
the number of shares obtained by multiplying the Exercise Price in effect
immediately prior to such adjustment by the number of shares purchasable
pursuant hereto immediately prior to such adjustment and dividing the product
thereof by the Exercise Price resulting from such adjustment.
(a) Adjustment of Warrant Exercise Price upon Issue of Common Shares.
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Except in the case of the issuance from time to time of Excluded Shares (as
defined below), if and whenever after the date hereof the Company shall issue or
sell any Common Shares for a consideration per share less than the Exercise
Price in effect immediately prior to the time of such issue or sale, or the
Company shall issue or sell any Common Shares for a consideration per share less
than the Market Price (as hereinafter defined) of the Common Shares at the time
of such issue or sale, then, forthwith upon such issue or sale, the Exercise
Price shall be reduced (but not increased, except as otherwise specifically
provided in Section 2(a)(C)) to the lower of the prices (calculated to the
nearest cent) determined as follows:
(x) by dividing (i) an amount equal to the sum of (A) the
aggregate number of Common Shares outstanding immediately prior to
such issue or sale multiplied by the then existing Exercise Price, and
(B) the consideration, if any, received by the Company upon such issue
or sale, by (ii) the aggregate number of Common Shares outstanding
immediately after such issue or sale; and
(y) by multiplying the Exercise Price in effect immediately
prior to the time of such issue or sale by a fraction, the numerator
of which shall be the sum of (i) the aggregate number of Common Shares
outstanding immediately prior to such issue or sale multiplied by the
Market Price of the Common Shares immediately prior to such issue or
sale plus (ii) the consideration received by the Company upon such
issue or sale, and the denominator of which shall be the product of
(iii) the aggregate number of Common Shares outstanding immediately
after such issue or sale, multiplied by (iv) the Market Price of the
Common Shares immediately prior to such issue or sale.
No adjustment of the Exercise Price, however, shall be made in an amount less
than $.01 per share, but any such lesser adjustment shall be carried forward and
shall be made upon the earlier of (i) the third anniversary of the issuance or
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deemed issuance of the securities requiring such adjustment hereunder, and
(ii) the time of and together with the next subsequent adjustment.
For purposes hereof, the term "Excluded Shares" shall mean Common
Shares issued to employees, officers, directors or affiliates of, or consultants
to, the Company (or any of its subsidiaries, direct or indirect), pursuant to
any agreement, plan (including without limitation stock option plans and stock
purchase plans), arrangement or stock option heretofore or hereafter approved by
the Board of Directors of the Company, including without duplication pursuant to
options or warrants to purchase or rights to subscribe for such Common Shares,
securities which by their terms are convertible into or exchangeable for such
Common Shares, and options and warrants to purchase or rights to subscribe for
such convertible or exchangeable securities.
For purposes of this Section 2(a), the following paragraphs (A) to
(I), inclusive, shall be applicable:
(A) Issuance of Rights or Options. In case at any time after
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the date hereof the Company shall in any manner grant (whether
directly or by assumption in a merger or otherwise) any rights to
subscribe for or to purchase, or any options for the purchase of
Common Shares or any stock or securities convertible into or
exchangeable for Common Shares (such convertible or exchangeable stock
or securities being herein called "Convertible Securities"), whether
or not such rights or options or the right to convert or exchange any
such Convertible Securities are immediately exercisable, and the price
per share for which Common Shares are 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, plus the minimum aggregate amount
of additional consideration, if any, payable to the Company upon the
exercise of such rights or options, or plus, in the case of such
rights or options which relate to Convertible Securities, the minimum
aggregate amount of additional consideration, if any, payable upon the
issue or sale of such Convertible Securities and upon the conversion
or exchange thereof, by (ii) the total maximum number of Common Shares
issuable upon the exercise of such rights or options or
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upon the conversion or exchange of all such Convertible Securities
issuable upon the exercise of such rights or options) shall be less
than the Exercise Price in effect immediately prior to the time of the
granting of such rights or options or less than the Market Price of
the Common Shares determined as of the date of granting such rights or
options, as the case may be, then the total maximum number of Common
Shares issuable upon the exercise of such rights or options or upon
conversion or exchange of all such Convertible Securities issuable
upon the exercise of such rights or options shall be deemed to be
outstanding as of the date of the granting of such rights or options
and to have been issued for such price per share, with the effect on
the Exercise Price specified in Section 2(a). Except as provided in
subparagraph (C), no further adjustment of the Exercise Price shall be
made upon the actual issue of such Common Shares or of such
Convertible Securities upon exercise of such rights or options or upon
the actual issue of such Common Shares upon conversion or exchange of
such Convertible Securities.
(B) Issuance of Convertible Securities. In case at any time
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after the date hereof the Company shall in any manner issue (whether
directly or by assumption in a merger or otherwise) or sell any
Convertible Securities, whether or not the right to exchange or
convert thereunder is immediately exercisable, and the price per share
for which Common Shares are issuable upon such conversion or exchange
(determined by dividing (i) the total amount, if any, received or
receivable by the Company as consideration for the issue or sale of
such Convertible Securities, plus the minimum aggregate amount of
additional consideration, if any, payable to the Company upon the
conversion or exchange thereof, by (ii) the total maximum number of
Common Shares issuable upon the conversion or exchange of all such
Convertible Securities) shall be less than the Exercise Price in
effect immediately prior to the time of such issue or sale, or less
than the Market Price of the Common Shares determined as of the date
of such issue or sale of such Convertible Securities, as the case may
be, then the total maximum number of Common Shares issuable upon
conversion or exchange of all such Convertible Securities shall be
deemed to be outstanding as of the date of the issue or sale of
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such Convertible Securities and to have been issued for such price per
share, with the effect on the Exercise Price specified in
Section 2(a); provided, however, that (a) except as otherwise provided
in subparagraph (C), no further adjustment of the Exercise Price shall
be made upon the actual issue of such Common Shares upon conversion or
exchange of such Convertible Securities, and (b) if any such issue or
sale of such Convertible Securities is made upon exercise of any
rights to subscribe for or to purchase or any option to purchase any
such Convertible Securities for which adjustments of the Exercise
Price have been or are to be made pursuant to the provisions of
subparagraph (A), no further adjustment of the Exercise Price shall be
made by reason of such issue or sale.
(C) Change in Option Price or Conversion Rate. Upon the
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happening of any of the following events, namely, if the purchase
price provided for in any right or option referred to in subparagraph
(A), the additional consideration, if any, payable upon the conversion
or exchange of any Convertible Securities referred to in subparagraphs
(A) or (B), or the rate at which any Convertible Securities referred
to in subparagraphs (A) or (B) are convertible into or exchangeable
for Common Shares shall change (other than under or by reason of
provisions designed to protect against dilution), the Exercise Price
then in effect hereunder shall forthwith be readjusted (increased or
decreased, as the case may be) to the Exercise Price which would have
been in effect at such time had such rights, options or Convertible
Securities still outstanding provided for such changed purchase price,
additional consideration or conversion rate, as the case may be, at
the time initially granted, issued or sold. On the expiration of any
such option or right referred to in subparagraph (A), or the
termination of any such right to convert or exchange any such
Convertible Securities referred to in subparagraphs (A) or (B), the
Exercise Price then in effect hereunder shall forthwith be readjusted
(increased or decreased, as the case may be) to the Exercise Price
which would have been in effect at the time of such expiration or
termination had such right, option or Convertible Securities, to the
extent outstanding immediately prior to such expiration or
termination, never been granted,
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issued or sold, and the Common Shares issuable thereunder shall no
longer be deemed to be outstanding. If the purchase price provided
for in any such right or option referred to in subparagraph (A) or the
rate at which any Convertible Securities referred to in subparagraphs
(A) or (B) are convertible into or exchangeable for Common Shares
shall be reduced at any time under or by reason of provisions with
respect thereto designed to protect against dilution, then in case of
the delivery of Common Shares upon the exercise of any such right or
option or upon conversion or exchange of any such Convertible
Securities, the Exercise Price then in effect hereunder shall, if not
already adjusted, forthwith be adjusted to such amount as would have
obtained had such right, option or Convertible Securities never been
issued as to such Common Shares and had adjustments been made upon the
issuance of the Common Shares delivered as aforesaid, but only if as a
result of such adjustment the Exercise Price then in effect hereunder
is thereby reduced.
(D) Stock Dividends. In case at any time the Company shall
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declare a dividend or make any other distribution upon any class or
series of stock of the Company payable in Common Shares or Convertible
Securities, any Common Shares 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 with the
effect on the Exercise Price specified in Section 2(a).
(E) Consideration for Stock. In case at any time Common Shares
-----------------------
or Convertible Securities or any rights or options to purchase any
such Common Shares or Convertible Securities shall be issued or sold
for cash, the consideration therefor shall be deemed to be the amount
received by the Company therefor, after deduction therefrom of any
expenses incurred or any underwriting commissions or concessions paid
or allowed by the Company in connection therewith. In case at any
time any Common Shares, Convertible Securities or any rights or
options to purchase any such Common Shares or Convertible Securities
shall be issued or sold for consideration other than cash, the amount
of the consideration other than cash received by the Company shall be
deemed to be the
8
fair value of such consideration, as determined reasonably and in good
faith by the Board of Directors of the Company, after deduction of any
expenses incurred or any underwriting commissions or concessions paid
or allowed by the Company in connection therewith. In case at any
time any Common Shares, Convertible Securities or any rights or
options to purchase any Common Shares or Convertible Securities shall
be issued in connection with any merger or consolidation in which the
Company is the surviving corporation, the amount of consideration
received therefor shall be deemed to be the fair value, as determined
reasonably and in good faith by the Board of Directors of the Company,
of such portion of the assets and business of the nonsurviving
corporation as such Board of Directors may determine to be
attributable to such Common Shares, Convertible Securities, rights or
options, as the case may be. In case at any time any rights or
options to purchase any shares of Common Stock or Convertible
Securities shall be issued in connection with the issue and sale of
other securities of the Company, together comprising one integral
transaction in which no consideration is allocated to such rights or
options by the parties thereto, such rights or options shall be deemed
to have been issued without consideration. In the event of any
consolidation or merger of the Company in which stock or securities of
another corporation or other entity are issued in exchange for Common
Stock of the Company or in the event of any sale of all or
substantially all of the assets of the Company for stock or other
securities of any corporation or other entity, the Company shall be
deemed to have issued a number of shares of its Common Stock for stock
or securities of the other corporation or other entity computed on the
basis of the actual exchange ratio on which the transaction was
predicated and for a consideration equal to the fair market value on
the date of such transaction of such stock or securities of the other
corporation or other entity, and if any such calculation results in
the adjustment of the Exercise Price, the determination of the number
of shares of Common Stock receivable upon exercise of this Warrant
Certificate immediately prior to such merger, consolidation or sale,
for purposes of Section 2(c), shall be made after giving effect to
such adjustment of the Exercise Price.
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(F) Record Date. In case the Company shall take a record of the
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holders of its Common Shares for the purpose of entitling them (i) to
receive a dividend or other distribution payable in Common Shares or
Convertible Securities, or (ii) to subscribe for or purchase Common
Shares or Convertible Securities, then such record date shall be
deemed to be the date of the issue or sale of the Common Shares or
Convertible Securities deemed to have been issued or sold as a result
of 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.
(G) Treasury Shares. The number of Common Shares outstanding at
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any given time shall not include shares owned or held by or for the
account of the Company, and the disposition of any such shares shall
be considered an issue or sale of Common Shares for the purposes of
Section 2(a).
(H) Definition of Market Price. The term "Market Price" shall
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mean, for any day, the last sale price for the Common Shares on the
principal securities exchange on which the Common Shares are listed or
admitted to trading, or, if not so listed or admitted to trading on
any securities exchange, the last sale price for the Common Shares on
the National Association of Securities Dealers National Market System,
or, if the Common Shares shall not be listed on such system, the
NASDAQ Small Cap Market, or, if the Common Shares shall not be listed
on such market, the average of the closing bid and asked prices in the
over-the-counter market, in each such case, unless otherwise provided
herein (including in the second sentence of this Warrant Certificate),
averaged over a period of 20 consecutive business days prior to the
day as of which the Market Price is being determined. If at any time
the Common Shares are not listed on any such exchange, such system or
such market or quoted in the over-the-counter market, the Market Price
of the Common Shares shall be deemed to be the higher of (i) the book
value thereof, as determined in accordance with generally accepted
accounting principles consistent with those then being applied by the
Company, by any firm of independent certified public accountants
(which may be the regular auditors of the Company) of recognized
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national standing selected by the Board of Directors of the Company,
as of the last day of the month ending within 31 days preceding the
date as of which the determination is to be made, and (ii) the fair
value thereof, as determined in good faith by an independent brokerage
firm, Standard & Poor's Corporation or Moody's Investors Service, as
of a date which is within 15 days preceding the date as of which the
determination is to be made.
(I) Certain Acquisitions. Anything herein to the contrary
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notwithstanding, in case at any time after the date hereof the Company
shall issue any Common Shares or Convertible Securities, or any rights
or options to purchase any Common Shares or Convertible Securities, in
connection with the acquisition by the Company of the stock or assets
of any other corporation or other entity or the merger of any other
corporation or other entity with and into the Company under
circumstances where on the date of the issuance of such Common Shares
or Convertible Securities, or such rights or options, the
consideration received for such Common Shares or deemed to have been
received for the Common Shares into which such Convertible Securities
are convertible or for which such rights or options are exercisable is
less than the Market Price of the Common Shares, but on the date the
number of Common Shares or Convertible Securities, or in the case of
Convertible Securities other than stock, the aggregate principal
amount of Convertible Securities, or the number of such rights or
options was determined (as set forth in a binding agreement between
the Company and the other party to the transaction) the consideration
received for such Common Shares or deemed to have been received for
the Common Shares into which such Convertible Securities are
convertible or for which such rights or options are exercisable would
not have been less than the Market Price of the Common Shares, such
Common Shares shall not be deemed to have been issued for less than
the Market Price of the Common Shares.
(b) Subdivision or Combination of Stock. In case the Company shall
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at any time subdivide its outstanding Common Shares into a greater number of
shares, each of the Exercise Price and the Acceleration Price in effect
immediately prior to such subdivision shall be proportionately reduced, and
conversely, in case the
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outstanding Common Shares of the Company shall be combined into a smaller number
of shares, each of the Exercise Price and the Acceleration Price in effect
immediately prior to such combination shall be proportionately increased.
(c) Reorganization, Reclassification, Consolidation, Merger. If any
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capital reorganization, reclassification of the capital stock of the Company,
consolidation or merger of the Company with another corporation or other entity,
or sale, transfer or other disposition of all or substantially all of the
Company's properties to another corporation or other entity shall be effected,
then, as a condition of such reorganization, reclassification, consolidation,
merger, sale, transfer or other disposition, lawful and adequate provision shall
be made whereby each holder of Warrants shall thereafter have the right to
purchase and receive upon the basis and upon the terms and conditions herein
specified and in lieu of the Common Shares immediately theretofore issuable upon
exercise of the Warrants, such shares of stock, securities or properties as may
be issuable or payable with respect to or in exchange for a number of
outstanding Common Shares equal to the number of Common Shares immediately
theretofore issuable upon exercise of the Warrants, had such reorganization,
reclassification, consolidation, merger, sale, transfer or other disposition not
taken place, and in any such case appropriate provision shall be made with
respect to the rights and interests of each holder of Warrants to the end that
the provisions hereof (including, without limitation, provision for adjustment
of the Exercise Price and the Acceleration Price) shall thereafter be
applicable, as nearly equivalent as may be practicable in relation to any shares
of stock, securities or properties thereafter deliverable upon the exercise
thereof. The Company shall not effect any such consolidation, merger, sale,
transfer or other disposition, unless prior to or simultaneously with the
consummation thereof the successor corporation or other entity, if other than
the Company, resulting from such consolidation or merger, or the corporation or
other entity purchasing or otherwise acquiring such properties shall assume, by
written instrument executed and mailed or delivered to the holders of Warrants
at the last address of such holders appearing on the books of the Company, the
obligation to deliver to such holders such shares of stock, securities or
properties, in accordance with the foregoing provisions, as such holders may be
entitled to acquire. The above provisions of this subparagraph 2(c) shall
similarly apply to successive reorganizations, reclassifications,
consolidations, mergers, sales, transfers, or other dispositions.
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(d) Liquidating Dividends. In case at any time the Company shall
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distribute pro rata to all holders of its Common Shares evidences of its
indebtedness or assets (excluding cash dividends or cash distributions paid out
of retained earnings or retained surplus) then, forthwith upon such
distribution, the Exercise Price shall be reduced by the fair market value of
the evidences of indebtedness or assets so distributed applicable to one Common
Share (as conclusively determined by an investment banking firm designated by a
majority in interest of the holders of Warrants; it being understood that the
fees of such investment banking firm shall be borne by the Company).
(e) Notice of Determination. Except as otherwise provided herein,
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upon any adjustment of the Exercise Price, then and in each such case the
Company shall promptly obtain the certification of a firm of independent
certified public accountants (which may be the regular auditors of the Company)
of recognized national standing selected by the Company's Board of Directors,
which certification shall state the Exercise Price resulting from such
adjustment and the increase or decrease, if any, in the number of Common Shares
issuable upon exercise of the Warrants held by each holder of Warrants, setting
forth in reasonable detail the method of calculation and the facts upon which
such calculation is based. The Company shall promptly mail a copy of such
accountants' certification to each holder of Warrants.
(f) Intent of Provisions. If any event occurs as to which, in the
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opinion of the Board of Directors of the Company, the other provisions of this
Section 2 are not strictly applicable or if strictly applicable, would not
fairly protect the rights of the holders of the Warrants in accordance with the
essential intent and principles of such provisions, then such Board of Directors
shall appoint a firm of independent certified public accountants (which may be
the regular auditors of the Company) of recognized national standing, which
shall give their opinion upon the adjustment, if any, on a basis consistent with
such essential intent and principles, necessary to preserve, without dilution,
the rights of the holders of Warrants. Upon receipt of such opinion by the
Board of Directors of the Company, the Company shall forthwith make the
adjustments described therein; provided, however, that no such adjustment
pursuant to this Section 2(f) shall have the effect of increasing the Exercise
Price as otherwise determined pursuant to the other provisions of this Section 2
except in the event of a combination of shares of the type contemplated in
Section 2(b) and then in no event to an
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amount larger than the Exercise Price as adjusted pursuant to Section 2(b).
3. Other Notices. If at any time prior to the expiration of the
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Warrants evidenced hereby:
(a) The Company shall declare any dividend on the Common Shares
payable in shares of capital stock of the Company, cash or other
property; or
(b) The Company shall authorize the issue of any options,
warrants or rights pro rata to all holders of Common Shares entitling
them to subscribe for or purchase any shares of stock of the Company
or to receive any other rights; or
(c) The Company shall authorize the distribution pro rata to all
holders of Common Shares of evidences of its indebtedness or assets
(excluding cash dividends or cash distributions paid out of retained
earnings or retained surplus); or
(d) There shall occur any reclassification of the Common Shares,
or any consolidation or merger of the Company with or into another
corporation or other entity (other than a consolidation or merger in
which the Company is the continuing corporation and which does not
result in any reclassification of the Common Shares) or a sale or
transfer to another corporation or other entity of all or
substantially all of the properties of the Company; or
(e) There shall occur the voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Company;
then, and in each of such cases, the Company shall deliver to the registered
holder hereof at its last address appearing on the books of the Company, as
promptly as practicable but in any event at least 15 days prior to the
applicable record date (or determination date) mentioned below, a notice
stating, to the extent such information is available, (i) the date on which a
record is to be taken for the purpose of such dividend, distribution or rights,
or, if a record is not to be taken, the date as of which the holders of Common
Shares of record to be entitled to such dividend, distribution or rights are to
be determined, or (ii) the date on which such reclassification, consolidation,
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merger, sale, transfer, liquidation, dissolution or winding up is expected to
become effective and the date as of which it is expected that holders of Common
Shares of record shall be entitled to exchange their Common Shares for
securities or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer, liquidation, dissolution or winding up.
4. Representations and Warranties of the Company. The Company
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represents and warrants to and covenants with the registered holder hereof as
follows:
(a) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware, is duly
qualified and in good standing under the laws of any foreign jurisdiction where
the failure to be so qualified would have a material adverse effect on its
ability to perform its obligations under the Warrants evidenced by this Warrant
Certificate and it has full corporate power and authority to issue the Warrants
and to carry out the provisions of the Warrants evidenced by this Warrant
Certificate.
(b) The issuance, execution and delivery of this Warrant
Certificate has been duly authorized by all necessary corporate action on the
part of the Company and each of the Warrants evidenced by this Warrant
Certificate constitutes the valid and legally binding obligation of the Company,
enforceable against it in accordance with the terms hereof, except as such
enforceability may be limited by bankruptcy, insolvency or other laws affecting
generally the enforceability of creditors' rights, by general principles of
equity and by limitations on the availability of equitable remedies.
(c) Neither the execution and delivery of the Warrants evidenced
by this Warrant Certificate by the Company, nor compliance by the Company with
the provisions hereof, violates any provision of its Certificate of
Incorporation or By-Laws, as amended, or any law, statute, ordinance,
regulation, order, judgment or decree of any court or governmental agency, or
conflicts with or will result in any breach of the terms of or constitute a
default under or result in the termination of or the creation of any lien
pursuant to the terms of any agreement or instrument to which the Company is a
party or by which it or any of its properties is bound.
5. Company to Provide Stock. The Company covenants and agrees that
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all shares of capital stock of the Company which may be issued upon the exercise
of the
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Warrants evidenced hereby will be duly authorized, validly issued and fully paid
and nonassessable and free from all taxes, liens and charges with respect to the
issue thereof to the registered holder hereof. The Company further covenants
and agrees that during the period within which the Warrants evidenced hereby may
be exercised, the Company will at all times reserve such number of shares of its
capital stock as may be sufficient to permit the exercise in full of the
Warrants evidenced hereby.
6. Registered Holder. The registered holder of this Warrant
-----------------
Certificate shall be deemed the owner hereof and of the Warrants evidenced
hereby for all purposes. The registered holder of this Warrant Certificate
shall not be entitled by virtue of ownership of this Warrant Certificate to any
rights whatsoever as a shareholder of the Company.
7. Transfer. This Warrant Certificate and the Warrants evidenced
--------
hereby may be sold, transferred, pledged, hypothecated or otherwise disposed of;
provided that this Warrant Certificate and the Warrants evidenced hereby may not
be sold, transferred, pledged, hypothecated or otherwise disposed of unless, in
the opinion of counsel reasonably satisfactory to the Company, such transfer
would not result in a violation of the provisions of the Securities Act. Any
transfer of this Warrant Certificate and the Warrants evidenced hereby, in whole
or in part, shall be effected upon surrender of this Warrant Certificate, duly
endorsed (unless endorsement is waived by the Company), at the principal office
or agency of the Company referred to in Section 1 hereof. If all of the
Warrants evidenced hereby are being sold, transferred, pledged, hypothecated or
otherwise disposed of, the Company shall issue a new Warrant Certificate
registered in the name of the appropriate transferee(s). If less than all of
the Warrants evidenced hereby are being sold, transferred, pledged, hypothecated
or otherwise disposed of, the Company shall issue new Warrant Certificates, in
each case in the appropriate number of Warrants, registered in the name of the
registered holder hereof and the transferee(s), as applicable. Any Common
Shares of the Company issued upon any exercise hereof may not be sold,
transferred, pledged, hypothecated or otherwise disposed of unless, in the
opinion of counsel reasonably satisfactory to the Company, such transfer would
not result in a violation of the Securities Act. Each taker and holder of this
Warrant Certificate, the Warrants evidenced hereby and any shares of capital
stock of the Company issued upon exercise of any such Warrants, by taking or
holding the same, consents to and agrees to be bound by the provisions of this
Section 7.
* * *
16
IN WITNESS WHEREOF, RAMSAY MANAGED CARE, INC. has caused this Warrant
Certificate to be signed by a duly authorized officer and this Warrant
Certificate to be dated September 10, 1996.
RAMSAY MANAGED CARE, INC.
By____________________________
Name: Remberto Cibran
Title: President
FORM OF EXERCISE
----------------
(to be executed by the registered holder hereof)
The undersigned hereby exercises ____ Warrants to subscribe for and
purchase shares of common stock, par value $.01 ("Common Shares"), of RAMSAY
MANAGED CARE, INC. evidenced by the within Warrant Certificate and herewith
makes payment of the purchase price in full. Kindly issue certificates for the
Common Shares in accordance with the instructions given below. The certificate
for the unexercised balance of the Warrants evidenced by the within Warrant
Certificate, if any, will be registered in the name of the undersigned.
Dated:
_____________________________
Instructions for registration of shares
_________________________________
Name (please print)
Social Security or Other Identifying
Number:__________________________
Address:
_________________________________
Street
_________________________________
City, State and Zip Code