THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT
BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM UNDER SUCH ACT.
AIR METHODS CORPORATION
COMMON STOCK PURCHASE WARRANT
NEW YORK, NEW YORK
OCTOBER 16, 2008
AIR METHODS CORPORATION (the "COMPANY"), a Delaware corporation, for
value received, hereby certifies that PRUDENTIAL CAPITAL PARTNERS, L.P. or its
registered assigns is entitled to purchase from the Company 429,019.235 duly
authorized, validly issued, fully paid and nonassessable shares of the Company's
common stock, par value $0.06 per share (the "ORIGINAL COMMON STOCK"), at an
initial exercise price per share of $0.06 (the "INITIAL EXERCISE PRICE"), at any
time or from time to time after the date hereof and prior to 5:00 p.m., New York
City time, on the later of (i) October 16, 2008 and (ii) the date on or after
October 16, 2008 which is 30 days after the date on which the Company has sent
written notification to the holder hereof that this Warrant will expire if not
exercised (the "EXPIRATION DATE"), all subject to the terms, conditions and
adjustments set forth below in this Warrant.
This Warrant is one of the Common Stock Purchase Warrants (the
"WARRANTS", such term to include all Warrants issued in substitution therefor)
originally issued in connection with the issue and sale by the Company of the
Company's 12% Senior Subordinated Notes due October 16, 2007, in the aggregate
principal amount of $23,000,000 (the "NOTES") pursuant to that certain
Securities Purchase Agreement, dated of even date herewith (the "PURCHASE
AGREEMENT"), between the Company, Mercy Air Service, Inc, a California
corporation, ARCH Air Medical Service, Inc., a Missouri corporation, and Rocky
Mountain Holdings, L.L.C., a Delaware limited liability company, on the one
hand, and Prudential Capital Partners, L.P. and Prudential Capital Partners
Management Fund, L.P., on the other hand (collectively, the "PURCHASERS"). The
term "NOTES" as used herein shall include each Note delivered pursuant to any
provision of the Purchase Agreement and each Note delivered in substitution or
exchange for any such Note pursuant to any such provision. Certain capitalized
-------------------
terms used in this Warrant are defined in Section 13.
- -------------------------------------------------------------
SECTION 1. EXERCISE OF WARRANT.
1A. Manner of Exercise. This Warrant may be exercised by the
--------------------
holder hereof, in whole or in part, during normal business hours on any Business
Day on or after the date hereof to and including the Expiration Date, by
surrender of this Warrant, with the form of subscription at the end hereof (or a
reasonable facsimile thereof) duly executed by such holder, to the Company at
its principal office (or, if such exercise shall be in connection with an
underwritten public offering of shares of Common Stock (or Other Securities)
subject to this Warrant, at the location at which the underwriters shall have
agreed to accept delivery thereof), accompanied by payment (except as otherwise
provided in Section 1F), by wire transfer of immediately available funds to a
bank account designated by the Company or by certified or official bank check
payable to the order of the Company), in the amount obtained by multiplying (a)
the number of shares of Original Common Stock (without giving effect to any
adjustment therein) designated in such form of subscription by (b) $0.06.
1B. Adjustment to Number of Shares of Common Stock. The number of
----------------------------------------------
duly authorized, validly issued, fully paid and nonassessable shares of Common
Stock which the holder of this Warrant shall be entitled to receive upon each
exercise hereof shall be determined by multiplying the number of shares of
Common Stock which would otherwise (but for the provisions of Section 2) be
issuable upon such exercise, as designated by the holder hereof pursuant to
Section 1A, by a fraction of which (x) the numerator is $0.06 and (y) the
denominator is the Exercise Price in effect on the date of such exercise. The
"EXERCISE PRICE" shall initially be $0.06 per share, shall be adjusted and
readjusted from time to time as provided in Section 2 and, as so adjusted and
readjusted, shall remain in effect until a further adjustment or readjustment
thereof is required by Section 2.
1C. When Exercise Effective. Each exercise of this Warrant shall
------------------------
be deemed to have been effected and the Exercise Price shall be determined
immediately prior to the close of business (unless such exercise shall be in
connection with an underwritten public offering of shares of Common Stock (or
Other Securities) subject to this Warrant, in which event concurrently with such
exercise) on the Business Day on which this Warrant shall have been surrendered
to the Company as provided in Section 1A, and at such time the person or persons
in whose name or names any certificate or certificates for shares of Common
Stock (or Other Securities) shall be issuable upon such exercise as provided in
Section 1D shall be deemed to have become the holder or holders of record
thereof.
1D. Delivery of Stock Certificates, etc. Promptly after the
---------------------------------------
exercise of this Warrant, in whole or in part, and in any event within three
Business Days thereafter (unless such exercise shall be in connection with an
underwritten public offering of shares of Common Stock (or Other Securities)
subject to this Warrant, in which event concurrently with such exercise), the
Company at its expense will cause to be issued in the name of and delivered to
the holder hereof or, subject to Section 8, as such holder may direct,
-2-
(1) a certificate or certificates for the number of duly
authorized, validly issued, fully paid and nonassessable shares of Common
Stock (or Other Securities) to which such holder shall be entitled upon
such exercise, and
(2) in case such exercise is in part only, a new Warrant or
Warrants of like tenor, specifying in the aggregate on the face or faces
thereof the number of shares of Original Common Stock equal to the number
of such shares specified on the face of this Warrant minus the number of
such shares designated by the holder upon such exercise as provided in
Section 1A.
1E. Fractional Shares. No fractional shares shall be issued upon
------------------
exercise of this Warrant and no payment or adjustment shall be made upon any
exercise on account of any cash dividends (except as provided in Section 2B) on
the Common Stock or Other Securities issued upon such exercise. If any
fractional interest in a share of Common Stock would, except for the provisions
of the first sentence of this Section 1E, be deliverable upon the exercise of
this Warrant, the Company shall, in lieu of delivering the fractional share
therefor, pay to the holder exercising this Warrant an amount in cash equal to
the Market Price of such fractional interest.
1F. Cashless Exercise. As an alternative to exercise of this
------------------
Warrant by payment by wire transfer of immediately available funds (or by
certified or official bank check), as provided above in Section 1A, the holder
of this Warrant may exercise its right to purchase some or all of the shares of
Common Stock pursuant to this Warrant, on a net basis without the exchange of
any funds (a "CASHLESS EXERCISE"), such that the holder hereof receives that
number of shares of Common Stock subscribed to pursuant to this Warrant less
that number of shares of Common Stock, valued at Market Price, at the time of
exercise equal to the aggregate Exercise Price that would otherwise have been
paid by the holder of this Warrant for such shares of Common Stock.
SECTION 2. PROTECTION AGAINST DILUTION OR OTHER IMPAIRMENT OF RIGHTS;
ADJUSTMENT OF EXERCISE PRICE.
2A. Issuance of Additional Shares of Common Stock. In case the
------------------------------------------------
Company, at any time or from time to time after October 16, 2002 (the "INITIAL
DATE"), shall issue or sell Additional Shares of Common Stock (including
Additional Shares of Common Stock deemed to be issued pursuant to Section 2C or
2D) without consideration or for a consideration per share (determined pursuant
to Section 2E) less than the Market Price in effect, in each case, on the date
of and immediately prior to such issue or sale, then, and in each such case,
subject to Section 2H, the Exercise Price shall be reduced, concurrently with
such issue or sale, to a price (calculated to the nearest .0001 of a cent)
determined by multiplying such Exercise Price by a fraction,
-3-
(a) the numerator of which shall be (i) the number of shares of
Common Stock outstanding immediately prior to such issue or sale plus (ii)
----
the number of shares of Common Stock which the aggregate consideration
received by the Company for the total number of such Additional Shares of
Common Stock so issued or sold would purchase at the Market Price, and
(b) the denominator of which shall be the number of shares of
Common Stock outstanding immediately after such issue or sale,
provided that, for the purposes of this Section 2A, (x) immediately after any
- --------
Additional Shares of Common Stock are deemed to have been issued pursuant to
Section 2C or 2D, such Additional Shares shall be deemed to be outstanding, and
(y) treasury shares shall not be deemed to be outstanding.
2B. Extraordinary Dividends and Distributions. In case the
--------------------------------------------
Company at any time or from time to time after the date hereof shall declare,
order, pay or make a dividend or other distribution (including, without
limitation, any distribution of other or additional stock or other securities or
property or Options by way of dividend or spin-off, reclassification,
recapitalization or similar corporate rearrangement and any redemption or
acquisition of any such stock or Options on the Common Stock) other than (a) a
dividend payable in Additional Shares of Common Stock or in Options for Common
Stock or (b) a regular periodic dividend payable in cash and permitted to be
made under the Dividend Restrictions, then, and in each such case, the Company
shall pay over to the holder of this Warrant, on the date on which such dividend
or other distribution is paid to the holders of Common Stock, the securities and
other property (including cash) which such holder would have received if such
holder had exercised this Warrant immediately prior to the record date fixed in
connection with such dividend or other distribution.
2C. Treatment of Options and Convertible Securities. In case the
------------------------------------------------
Company, at any time or from time to time after the date hereof, shall issue,
sell, grant or assume, or shall fix a record date for the determination of
holders of any class of securities entitled to receive, any Options or
Convertible Securities, whether or not such Options or the right to convert or
exchange any such Convertible Securities are immediately exercisable, then, and
in each such case, the maximum number of Additional Shares of Common Stock (as
set forth in the instrument relating thereto, without regard to any provisions
contained therein for a subsequent adjustment of such number) issuable upon the
exercise of such Options or, in the case of Convertible Securities and Options
therefor, issuable upon the conversion or exchange of such Convertible
Securities (or the exercise of such Options for Convertible Securities and
subsequent conversion or exchange of the Convertible Securities issued), shall
be deemed to be Additional Shares of Common Stock issued as of the time of such
-4-
issue, sale, grant or assumption or, in case such a record date shall have been
fixed, as of the close of business on such record date, provided, that such
--------
Additional Shares of Common Stock shall not be deemed to have been issued unless
the consideration per share (determined pursuant to Section 2E) of such shares
would be less than the Market Price in effect, in each case, on the date of and
immediately prior to such issue, sale, grant or assumption or immediately prior
to the close of business on such record date or, if the Common Stock trades on
an ex-dividend basis, on the date prior to the commencement of ex-dividend
trading, as the case may be, and provided, further, that in any such case in
-------- -------
which Additional Shares of Common Stock are deemed to be issued,
(a) if an adjustment of the Exercise Price shall be made upon the
fixing of a record date as referred to in the first sentence of this
Section 2C, no further adjustment of the Exercise Price shall be made as a
result of the subsequent issue or sale of any Options or Convertible
Securities for the purpose of which such record date was set;
(b) no further adjustment of the Exercise Price shall be made upon
the subsequent issue or sale of Additional Shares of Common Stock or
Convertible Securities upon the exercise of such Options or the conversion
or exchange of such Convertible Securities;
(c) if such Options or Convertible Securities by their terms
provide, with the passage of time or otherwise, for any change in the
consideration payable to the Company, or change in the number of Additional
Shares of Common Stock issuable, upon the exercise, conversion or exchange
thereof (by change of rate or otherwise), the Exercise Price computed upon
the original issue, sale, grant or assumption thereof (or upon the
occurrence of the record date with respect thereto), and any subsequent
adjustments based thereon, shall, upon any such change becoming effective,
be recomputed to reflect such change insofar as it affects such Options, or
the rights of conversion or exchange under such Convertible Securities,
which are outstanding at such time;
(d) upon the expiration of any such Options or of the rights of
conversion or exchange under any such Convertible Securities which shall
not have been exercised (or upon purchase by the Company and cancellation
or retirement of any such Options which shall not have been exercised or of
any such Convertible Securities the rights of conversion or exchange under
which shall not have been exercised), the Exercise Price computed upon the
original issue, sale, grant or assumption thereof (or upon the occurrence
of the record date with respect thereto), and any subsequent adjustments
based thereon, shall, upon such expiration (or such cancellation or
retirement, as the case may be), be recomputed as if:
-5-
(i) in the case of Options for Common Stock or in the case of
Convertible Securities, the only Additional Shares of Common Stock
issued or sold (or deemed issued or sold) were the Additional Shares
of Common Stock, if any (and without duplication), actually issued or
sold upon the exercise of such Options or the conversion or exchange
of such Convertible Securities and the consideration received therefor
was (x) in the case of Options for Common Stock, an amount equal to
(A) the consideration actually received by the Company for the issue,
sale, grant or assumption of all such Options, whether or not
exercised, plus (B) the consideration actually received by the Company
----
upon such exercise, minus (C) the consideration paid by the Company
-----
for any purchase of such Options which were not exercised, or (y) in
the case of Convertible Securities, an amount equal to (A) the
consideration actually received by the Company for the issue, sale,
grant or assumption of all such Convertible Securities which were
actually converted or exchanged, plus (B) the additional
----
consideration, if any, actually received by the Company upon such
conversion or exchange, minus (C) the excess, if any, of the
-----
consideration paid by the Company for any purchase of such Convertible
Securities, the rights of conversion or exchange under which were not
exercised, over an amount that would be equal to the Fair Value of the
Convertible Securities so purchased if such Convertible Securities
were not convertible into or exchangeable for Additional Shares of
Common Stock, and
(ii) in the case of Options for Convertible Securities, only
the Convertible Securities, if any, actually issued or sold upon the
exercise of such Options were issued at the time of the issue, sale,
grant or assumption of such Options, and the consideration received by
the Company for the Additional Shares of Common Stock deemed to have
then been issued was an amount equal to (x) the consideration actually
received by the Company for the issue, sale, grant or assumption of
all such Options, whether or not exercised, plus (y) the consideration
----
deemed to have been received by the Company (pursuant to Section 2E)
upon the issue or sale of the Convertible Securities with respect to
which such Options were actually exercised, minus (z) the
-----
consideration paid by the Company for any purchase of such Options
which were not exercised; and
(e) no recomputation pursuant to subsection (c) or (d) above shall
have the effect of increasing the Exercise Price then in effect by an
amount in excess of the amount of the adjustment thereof originally made in
respect of the issue, sale, grant or assumption of such Options or
Convertible Securities.
2D. Treatment of Stock Dividends, Stock Splits, Etc. In case the
------------------------------------------------
Company, at any time or from time to time after the date hereof, shall declare
or pay any dividend or other distribution on any class of securities of the
Company payable in shares of Common Stock, or shall effect a subdivision of the
outstanding shares of Common Stock into a greater number of shares of Common
-6-
Stock (by reclassification or otherwise than by payment of a dividend in Common
Stock), then, and in each such case, Additional Shares of Common Stock shall be
deemed to have been issued (a) in the case of any such dividend or other
distribution, immediately after the close of business on the record date for the
determination of holders of any class of securities entitled to receive such
dividend or other distribution, or (b) in the case of any such subdivision, at
the close of business on the day immediately prior to the day upon which such
corporate action becomes effective.
2E. Computation of Consideration. For the purposes of this
----------------------------
Warrant:
(a) The consideration for the issue or sale of any Additional
Shares of Common Stock or for the issue, sale, grant or assumption of any
Options or Convertible Securities, irrespective of the accounting treatment
of such consideration,
(i) insofar as it consists of cash, shall be computed as the
amount of cash received by the Company, and insofar as it consists of
securities or other property, shall be computed as of the date
immediately preceding such issue, sale, grant or assumption as the
Fair Value of such consideration (or, if such consideration is
received for the issue or sale of Additional Shares of Common Stock
and the Market Price thereof is less than the Fair Value of such
consideration, then such consideration shall be computed as the Market
Price of such Additional Shares of Common Stock), in each case without
deducting any expenses paid or incurred by the Company, any
commissions or compensation paid or concessions or discounts allowed
to underwriters, dealers or others performing similar services or any
accrued interest or dividends in connection with such issue or sale,
and
(ii) in case Additional Shares of Common Stock are issued or
sold or Options or Convertible Securities are issued, sold, granted or
assumed together with other stock or securities or other assets of the
Company for a consideration which covers both, shall be the proportion
of such consideration so received, computed as provided in clause (i)
above, allocable to such Additional Shares of Common Stock or Options
or Convertible Securities, as the case may be, all as determined in
good faith by the Board of Directors or the Company.
(b) All Additional Shares of Common Stock, Options or Convertible
Securities issued in payment of any dividend or other distribution on any
class of stock of the Company and all Additional Shares of Common Stock
issued to effect a subdivision of the outstanding shares of Common Stock
into a greater number of shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in Common Stock) shall be deemed to
have been issued without consideration.
-7-
(c) Additional Shares of Common Stock deemed to have been issued
for consideration pursuant to Section 2C, relating to Options and
Convertible Securities, shall be deemed to have been issued for a
consideration per share determined by dividing
(i) the total amount, if any, received and receivable by the
Company as consideration for the issue, sale, grant or assumption of
the Options or Convertible Securities in question, plus the minimum
----
aggregate amount of additional consideration (as set forth in the
instruments relating thereto, without regard to any provision
contained therein for a subsequent adjustment of such consideration)
payable to the Company upon the exercise in full of such Options or
the conversion or exchange of such Convertible Securities or, in the
case of Options for Convertible Securities, the exercise of such
Options for Convertible Securities and the conversion or exchange of
such Convertible Securities, in each case computing such consideration
as provided in the foregoing subsection (a),
by
(ii) the maximum number of shares of Common Stock (as set
forth in the instruments relating thereto, without regard to any
provision contained therein for a subsequent adjustment of such
number) issuable upon the exercise of such Options or the conversion
or exchange of such Convertible Securities.
2F. Adjustments for Combinations, Etc. In case the outstanding
------------------------------------
shares of Common Stock shall be combined or consolidated, by reclassification or
otherwise, into a lesser number of shares of Common Stock, the Exercise Price in
effect immediately prior to such combination or consolidation shall,
concurrently with the effectiveness of such combination or consolidation, be
proportionately increased.
2G. Dilution in Case of Other Securities. In case any Other
-----------------------------------------
Securities shall be issued or sold or shall become subject to issue or sale upon
the conversion or exchange of any stock (or Other Securities) of the Company (or
any issuer of Other Securities or any other Person referred to in Section 2I) or
to subscription, purchase or other acquisition pursuant to any Options issued or
granted by the Company (or any such other issuer or Person) for a consideration
such as to dilute the exercise rights granted by this Warrant on a basis to
which the other provisions of this Section 2 do not apply, then, and in each
such case, the computations, adjustments and readjustments provided for in this
Warrant with respect to the Exercise Price shall be made as nearly as possible
in the manner so provided and applied to determine the amount of Other
Securities from time to time receivable upon the exercise of this Warrant, so as
to protect the holder of this Warrant against the effect of such dilution.
-8-
2H. Minimum Adjustment of Exercise Price. If the amount of any
---------------------------------------
adjustment of the Exercise Price required hereunder would be less than one
percent of the Exercise Price in effect at the time such adjustment is otherwise
so required to be made, such amount shall be carried forward and adjustment with
respect thereto made at the time of and together with any subsequent adjustment
which, together with such amount and any other amount or amounts so carried
forward, shall aggregate at least one percent of such Exercise Price; provided,
--------
that upon the exercise of this Warrant, all adjustments carried forward and not
theretofore made up to and including the date of such exercise shall be made to
the nearest .0001 of a cent.
2I. Changes in Common Stock. In case at any time the Company
--------------------------
shall be a party to any transaction (including, without limitation, a merger,
consolidation, sale of all or substantially all of the Company's assets,
liquidation or recapitalization of the Common Stock) in which the previously
outstanding Common Stock shall be changed into or exchanged for different
securities of the Company or common stock or other securities of another
corporation or interests in a noncorporate entity or other property (including
cash), or any combination of any of the foregoing, or in which the Common Stock
ceases to be a publicly traded security either listed on the New York Stock
Exchange or the American Stock Exchange or quoted by the Nasdaq National Market
or any successor thereto or comparable system (each such transaction being
herein called the "TRANSACTION", and any Transaction that has not been duly
approved by a majority of the members of the Company's board of directors as of
the date hereof together with such directors as have been approved by the
Company's board of directors as of the date hereof, or other directors approved
by them (each such Transaction being herein called a "HOSTILE TRANSACTION"), the
date on which the Transaction is first announced to the public being herein
called the "ANNOUNCEMENT DATE", the date of consummation of the Transaction
being herein called the "CONSUMMATION DATE", the Company (in the case of a
recapitalization of the Common Stock or any other such transaction in which the
Company retains substantially all of its assets and survives as a corporation)
or such other corporation or entity (in each other case) being herein called the
"ACQUIRING COMPANY", and the common stock (or equivalent equity interest) of the
Acquiring Company being herein called the "ACQUIRER'S COMMON STOCK", except that
if the Acquiring Company shall not meet the requirements set forth in
subsections (d), (e) and (f) below and a corporation which directly or
indirectly controls the Acquiring Company (a "PARENT") meets such requirements,
"Acquiring Company" shall refer to such Parent and "Acquirer's Common Stock"
shall refer to such Parent's common stock (or equivalent equity interests)),
then, as a condition of the consummation of the Transaction, lawful and adequate
provisions (in form reasonably satisfactory to the Required Holders) shall be
made so that the holder of this Warrant, (X) solely in the case of a Hostile
Transaction, upon the exercise hereof at any time on or after the Consummation
Date (but subject, in the case of an election pursuant to subsection (b) or (c)
below, to the time limitation hereinafter provided for such election),
-9-
(a) shall be entitled to receive, and this Warrant shall
thereafter represent the right to receive, in lieu of the Common Stock
issuable upon such exercise prior to the Consummation Date, shares of the
Acquirer's Common Stock at an Exercise Price per share equal to the lesser
of (i) the Exercise Price in effect immediately prior to the Consummation
Date multiplied by a fraction the numerator of which is the Market Price
per share of the Acquirer's Common Stock determined as of the Consummation
Date and the denominator of which is the Market Price per share of the
Common Stock determined as of the Consummation Date, or (ii) the Market
Price per share of the Acquirer's Common Stock determined as of the
Consummation Date (subject in each case to adjustments from and after the
Consummation Date as nearly equivalent as possible to the adjustments
provided for in this Warrant),
or at the election of the holder of this Warrant pursuant to notice given
to the Company within six months after the Consummation Date,
(b) shall be entitled to receive, and this Warrant shall
thereafter represent the right to receive, in lieu of each share of Common
Stock issuable upon such exercise prior to the Consummation Date, either
(i) the greatest amount of cash, securities or other property given to any
stockholder in consideration for any share of Common Stock at any time
during the period from and after the Announcement Date to and including the
Consummation Date by the Acquiring Company, the Company or any Affiliate of
either thereof, or (ii) the Market Price per share for the Acquirer's
Common Stock, determined as of the day within the period from and after the
Announcement Date to and including the Consummation Date for which the
amount determined as provided in the definition of Market Price shall have
been the greatest,
or, if neither the Acquiring Company nor the Parent meets the requirements
set forth in subsections (d), (e) and (f) below, at the election of the
holder of this Warrant pursuant to notice given to the Company within six
months after the Consummation Date,
(c) shall be entitled to receive, within 30 days after such
election, in full satisfaction of the exercise rights afforded under this
Warrant to the holder thereof, an amount equal to the fair market value of
such exercise rights as determined by an independent investment banker
(with an established national reputation as a valuer of equity securities)
selected by the Required Holders with the approval of the Company, such
fair market value to be determined with regard to all material relevant
factors but without regard to any negative effects on such value of the
Transaction,
and (Y) in the case of any Transaction other than a Hostile Transaction, shall
be entitled to receive upon the exercise hereof at any time prior to the
Consummation Date any of the following at the election of the holder of this
Warrant made on or prior to the Consummation Date:
-10-
(a) the Common Stock issuable upon such exercise;
(b) in lieu of each share of Common Stock issuable upon such
exercise prior to the Consummation Date, either (i) the greatest amount of
cash, securities or other property given to any stockholder in
consideration for any share of Common Stock at any time during the period
from and after the Announcement Date to and including the Consummation Date
by the Acquiring Company, the Company or any Affiliate of either thereof,
or (ii) the Market Price per share for the Acquirer's Common Stock,
determined as of the day within the period from and after the Announcement
Date to and including the Consummation Date for which the amount determined
as provided in the definition of Market Price shall have been the greatest;
or, if neither the Acquiring Company nor the Parent meets the requirements
set forth in subsections (d), (e) and (f) below,
(c) in full satisfaction of the exercise rights afforded under
this Warrant to the holder thereof, an amount equal to the fair market
value of such exercise rights as determined by an independent investment
banker (with an established national reputation as a valuer of equity
securities) selected by the Required Holders with the approval of the
Company, such fair market value to be determined with regard to all
material relevant factors.
In any election by the holder of this Warrant under subsection (b)(ii) of either
of clauses (X) and (Y) of this Section 2I, the number of shares of the
Acquirer's Common Stock purchasable upon the exercise or conversion of this
Warrant shall be deemed to be such as shall result from adjustments thereto that
would have been required if an election had been made under subsection (a) of
clause (X) of this Section 2I.
The Company agrees to obtain, and deliver to each holder of Warrants a copy of
the determination of an independent investment banker (selected by the Required
Holders pursuant to subsection (c) of clauses (X) or (Y) above, as applicable)
necessary to permit elections under subsection (c) of clauses (X) or (Y) above,
as applicable, within 15 days after the Consummation Date of any Transaction to
which subsection (c) of clauses (X) or (Y), as applicable, applies.
In the case of any Transaction other than a Hostile Transaction, to the extent
that the holder of this Warrant shall not already have exercised this Warrant in
full at the time immediately prior to the consummation of such Transaction, then
the unexercised portion of this Warrant will be deemed to have been exercised at
such time and the holder of this Warrant shall be deemed to have elected from
subsection (b) of clause (Y).
The requirements referred to above applicable to the Acquiring Company
or its Parent are that, immediately after the Consummation Date:
-11-
(d) it is a solvent corporation organized, under the laws of any
state of the United States of America, having its common stock listed on
the New York Stock Exchange or the American Stock Exchange or quoted by the
Nasdaq National Market or any successor thereto or comparable system, and
such common stock continues to meet the requirements for such listing or
quotation,
(e) it is required to file, and in each of its three fiscal years
immediately preceding the Consummation Date has filed, reports with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act, and
(f) in the case of the Parent, such Parent is required to include
the Acquiring Company in the consolidated financial statements contained in
the Parent's Annual Report on Form 10-K as filed with the Commission and is
not itself included in the consolidated financial statements of any other
Person (other than its consolidated subsidiaries).
Notwithstanding anything contained herein to the contrary, the Company shall not
effect any Transaction unless prior to the consummation thereof each corporation
or entity (other than the Company) which may be required to deliver any
securities or other property upon the exercise of Warrants shall assume, by
written instrument delivered to each holder of Warrants, the obligation to
deliver to such holder such securities or other property as to which, in
accordance with the foregoing provisions, such holder may be entitled, and,
solely in the case of a Hostile Transaction, such corporation or entity shall
have similarly delivered to each holder of Warrants an opinion of counsel for
such corporation or entity, satisfactory to each holder of Warrants, which
opinion shall state that all the outstanding Warrants shall thereafter continue
in full force and effect and shall be enforceable against such corporation or
entity in accordance with the terms hereof and thereof, and addresses such other
matters as such holders may reasonably request.
2J. Certain Issues Excepted. Anything herein to the contrary
-----------------------
notwithstanding, the Company shall not be required to make any adjustment of the
Exercise Price in the case of (i) the issuance of the Warrants and the issuance
of shares of Common Stock issuable upon exercise of the Warrants, (ii) any
issuance of shares of Common Stock upon the exercise by the holder hereof of the
preemptive rights provided in Section 10 of the Stockholders' Agreement or (iii)
the issuance of up to 1,000,000 shares of Common Stock upon the purchase thereof
by Company employees under an employee stock purchase plan or the exercise of
options granted pursuant to stock option plans for employees and directors of
the Company, in each case adopted by the Company's board of directors prior to
or after the date of this Warrant, provided that if any such options shall
expire or terminate, in whole or in part, without having been exercised in full,
-12-
the shares of Common Stock not acquired under such options shall be added to the
number of shares of Common Stock subject to this clause (iii) (any adjustment
or issuance referred to in this Section 2J, a "PERMITTED EVENT").
2K. Notice of Adjustment. Upon the occurrence of any event
----------------------
requiring an adjustment of the Exercise Price, then and in each such case the
Company shall promptly deliver to the holder of this Warrant an Officer's
Certificate stating the Exercise Price resulting from such adjustment and the
increase or decrease, if any, in the number of shares of Common Stock issuable
upon the exercise of this Warrant, setting forth in reasonable detail the method
of calculation and the facts upon which such calculation is based.
2L. Other Notices. In case at any time:
-------------
(a) the Company shall declare to the holders of Common Stock any
dividend other than a regular periodic cash dividend or any periodic cash
dividend in excess of 115% of the cash dividend for the comparable fiscal
period in the immediately preceding fiscal year;
(b) the Company shall declare or pay any dividend upon Common
Stock payable in stock or make any special dividend or other distribution
(other than regular cash dividends) to the holders of Common Stock;
(c) the Company shall offer for subscription pro rata to the
holders of Common Stock any additional shares of stock of any class or
other rights;
(d) 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 other entity;
(e) there shall be a voluntary or involuntary dissolution,
liquidation or winding-up of the Company;
(f) there shall be made any tender offer for any shares of capital
stock of the Company; or
(g) there shall be any other Transaction;
then, in any one or more of such cases, the Company shall give to the holder of
this Warrant (i) at least 20 days prior to any event referred to in subsection
(a), (b), (c), (d) or (e) above, and within 5 days after it has knowledge of any
pending tender offer or other Transaction, written notice of the date on which
the books of the Company shall close or a record shall be taken for such
-13-
dividend, distribution or subscription rights or for determining rights to vote
in respect of any such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation, winding-up or Transaction or the date by which
stockholders must tender shares in any tender offer and (ii) in the case of any
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation, winding-up or tender offer or Transaction known to the Company, at
least 20 days prior written notice of the date (or, if not then known, a
reasonable approximation thereof by the Company) when the same shall take place.
Such notice in accordance with the foregoing clause (i) shall also specify, in
the case of any such dividend, distribution or subscription rights, the date on
which the holders of Common Stock shall be entitled thereto, and such notice in
accordance with the foregoing clause (ii) shall also specify the date on which
the holders of Common Stock shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation,
winding-up, tender offer or Transaction, as the case may be. Such notice shall
also state that the action in question or the record date is subject to the
effectiveness of a registration statement under the Securities Act or to a
favorable vote of security holders, if either is required.
2M. Certain Events. If any event occurs as to which the other
---------------
provisions of this Warrant are not strictly applicable or if strictly applicable
would not fairly protect the exercise rights of the holders of this Warrant in
accordance with the essential intent and principles of such provisions, then,
notwithstanding any limitation on amendments or other modifications set forth in
any of the Transaction Documents to the contrary, the terms of this Warrant
shall be adjusted by the Company and the Required Holders on a basis consistent
with such essential intent and principles, necessary to preserve, without
dilution, the rights of the holders of the Warrants; provided, that no such
--------
adjustment shall have the effect of increasing the Exercise Price as otherwise
determined pursuant to this Warrant. The Company may make such reductions in
the Exercise Price as it deems advisable, including any reductions necessary to
ensure that any event treated for federal income tax purposes as a distribution
of stock or stock rights not be taxable to recipients. Notwithstanding anything
to the contrary in this Warrant, the amount of consideration per share of Common
Stock paid upon any exercise of this Warrant (whether such consideration is paid
in cash or pursuant to Section 1F) pursuant to Section 1A and after giving
effect to the adjustment in the number of shares of Common Stock pursuant to
Section 1B shall not be less than the then applicable par value of the Common
Stock; provided that, in the event the consideration per share of Common Stock
--------
paid upon exercise of this Warrant shall be higher as a result of the
application of this sentence (the extent to which such consideration per share
is higher multiplied by the number of shares for which this Warrant is then
--------------
exercisable being referred to as the "ADDITIONAL CONSIDERATION"), then the
number of shares for which this Warrant is then exercisable shall automatically
be increased such that the value of such additional shares, net of the par value
required to be paid therefor, shall equal the value of the Additional
Consideration.
-14-
2N. Prohibition of Certain Actions. 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 hereunder by the
Company, but will at all times in good faith assist in the carrying out of all
the provisions of this Warrant and in the taking of all such action as may
reasonably be requested by the holder of this Warrant in order to protect the
exercise privilege of the holder of this Warrant against dilution or other
impairment, consistent with the tenor and purpose of this Warrant. Without
limiting the generality of the foregoing, the Company (a) will not increase the
par value of any shares of Common Stock receivable upon the exercise of this
Warrant above the Exercise Price then in effect, (b) will take all such action
as may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable shares of Common Stock upon the
exercise of all Warrants from time to time outstanding, (c) will not take any
action which results in any adjustment of the Exercise Price if the total number
of shares of Common Stock or Other Securities issuable after the action upon the
exercise of all of the Warrants would exceed the total number of shares of
Common Stock or Other Securities then authorized by the Company's certificate of
incorporation and available for the purpose of issue upon such conversion, and
(d) will not issue any capital stock of any class which has the right to more
than one vote per share or any capital stock of any class which is preferred as
to dividends or as to the distribution of assets upon voluntary or involuntary
dissolution, liquidation or winding up, unless the rights of the holders thereof
shall be limited to a fixed sum or percentage (or floating rate related to
market yields) of par value or stated value in respect of participation in
dividends and a fixed sum or percentage of par value or stated value in any such
distribution of assets.
SECTION 3. STOCK TO BE RESERVED. The Company will at all times reserve
and keep available out of the authorized Common Stock, solely for the purpose of
issue upon the exercise of the Warrants as herein provided, such number of
shares of Common Stock as shall then be issuable upon the exercise of all
outstanding Warrants, and the Company will maintain at all times all other
rights and privileges sufficient to enable it to fulfill all its obligations
hereunder. The Company covenants that all shares of Common Stock which shall be
so issuable shall, upon issuance, be duly authorized, validly issued, fully paid
and nonassessable, free from preemptive or similar rights on the part of the
holders of any shares of capital stock or securities of the Company or any other
Person, and free from all taxes, liens and charges with respect to the issue
thereof (not including any income taxes payable by the holders of Warrants being
exercised in respect of gains thereon), and the Exercise Price will be credited
to the capital and surplus of the Company. The Company will take all such
action as may be necessary to assure that such shares of Common Stock may be so
issued without violation of any applicable law or regulation, or of any
applicable requirements of the National Association of Securities Dealers, Inc.
and of any domestic securities exchange upon which the Common Stock may be
listed.
-15-
SECTION 4. REGISTRATION OF COMMON STOCK. If any shares of Common Stock
required to be reserved for purposes of the exercise of Warrants require
registration with or approval of any governmental authority under any federal or
state law (other than the Securities Act, registration under which is governed
by the Stockholders' Agreement), before such shares may be issued upon the
exercise thereof, the Company will, at its expense and as expeditiously as
possible, use its best efforts to cause such shares to be duly registered or
approved, as the case may be. Shares of Common Stock issuable upon exercise of
the Warrants shall be registered by the Company under the Securities Act or
similar statute then in force if required by the Stockholders' Agreement and
subject to the conditions stated in such agreement. At any such time as the
Common Stock is listed on any national securities exchange or quoted by the
Nasdaq National Market or any successor thereto or any comparable system, the
Company will, at its expense, obtain promptly and maintain the approval for the
listing on each such exchange or the quoting by the Nasdaq National Market or
such successor thereto or comparable system, upon official notice of issuance,
of the shares of Common Stock issuable upon exercise of the then outstanding
Warrants and maintain the listing or quoting of such shares after their issuance
so long as the Common Stock is so listed or quoted; and the Company will also
cause to be so listed or quoted, will maintain such listing or quoting of and
will obtain any required registration with or approval of any governmental
authority under any federal or state law (other than the Securities Act,
registration under which is governed by the Stockholders' Agreement) with
respect to any Other Securities that at any time are issuable upon exercise of
the Warrants, if and at the time that any securities of the same class shall be
listed on such national securities exchange by the Company.
SECTION 5. ISSUE TAX. The issuance of certificates for shares of
Common Stock upon exercise of this Warrant shall be made without charge to the
holders hereof for any issuance tax in respect thereto.
SECTION 6. CLOSING OF BOOKS. The Company will at no time close its
transfer books against the transfer of any Warrant or of any share of Common
Stock issued or issuable upon the exercise of any Warrant in any manner which
interferes with the timely exercise of such Warrant.
SECTION 7. NO RIGHTS OR LIABILITIES AS STOCKHOLDERS. This Warrant
shall not entitle the holder thereof to any of the rights of a stockholder of
the Company, except as expressly contemplated herein. No provision of this
Warrant, in the absence of the actual exercise of such Warrant and receipt by
the holder thereof of Common Stock issuable upon such conversion, shall give
rise to any liability on the part of such holder as a stockholder of the
Company, whether such liability shall be asserted by the Company or by creditors
of the Company.
SECTION 8. RESTRICTIVE LEGENDS. Except as otherwise permitted by this
Section 8, each Warrant originally issued and each Warrant issued upon direct or
indirect transfer or in substitution for any Warrant pursuant to this Section 8
shall be stamped or otherwise imprinted with a legend in substantially the
following form:
-16-
"This Warrant and any shares acquired upon the exercise of this
Warrant have not been registered under the Securities Act of 1933 and
may not be transferred in the absence of such registration or an
exemption therefrom under such Act."
Except as otherwise permitted by this Section 8, (a) each certificate for Common
Stock (or Other Securities) issued upon the exercise of any Warrant, and (b)
each certificate issued upon the direct or indirect transfer of any such Common
Stock (or Other Securities) shall be stamped or otherwise imprinted with a
legend in substantially the following form:
"The shares represented by this certificate have not been registered
under the Securities Act of 1933 and may not be transferred in the
absence of such registration or an exemption therefrom under such
Act."
The holder of any Restricted Securities shall be entitled to receive from the
Company, without expense, new securities of like tenor not bearing the
applicable legend set forth above in this Section 8 when such securities shall
have been (a) effectively registered under the Securities Act and disposed of in
accordance with the registration statement covering such Restricted Securities,
(b) sold to the public pursuant to Rule 144 or any comparable rule under the
Securities Act, or (c) when, in the opinion of independent counsel of national
reputation for the holder thereof experienced in Securities Act matters, such
restrictions are no longer required in order to insure compliance with the
Securities Act. The Company will pay the reasonable fees and disbursements of
counsel for any holder of Restricted Securities in connection with all opinions
rendered pursuant to this Section 8.
SECTION 9. AVAILABILITY OF INFORMATION. The Company will cooperate
with each holder of any Restricted Securities in supplying such information as
may be necessary for such holder to complete and file any information-reporting
forms presently or hereafter required by the Commission as a condition to the
availability of an exemption from the Securities Act for the sale of any
Restricted Securities. The Company will furnish to each registered holder of
any Warrants, promptly upon their becoming available, copies of all financial
statements, reports, notices and proxy statements sent or made available
generally by the Company to its stockholders, and copies of all regular and
periodic reports filed by the Company with any securities exchange or with the
Commission.
SECTION 10. INFORMATION REQUIRED BY RULE 144A. The Company will, upon
the request of the holder of this Warrant, provide such holder, and any
qualified institutional buyer designated by such holder, such financial and
other information as such holder may reasonably determine to be necessary in
order to permit compliance with the information requirements of Rule 144A under
the Securities Act in connection with the resale of Warrants, except at such
times as the Company is subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act. For the purpose of this Section 10, the term
"qualified institutional buyer" shall have the meaning specified in Rule 144A
under the Securities Act.
-17-
SECTION 11. STOCKHOLDERS' AGREEMENT. The holder of this Warrant and the
holders of any securities issued or issuable upon the exercise hereof are each
entitled to the benefits of the Stockholders' Agreement.
SECTION 12. OWNERSHIP, TRANSFER AND SUBSTITUTION OF WARRANTS.
12A. Ownership of Warrants. Except as otherwise required by law,
----------------------
the Company may treat the Person in whose name any Warrant is registered on the
register kept at the principal office of the Company as the owner and holder
thereof for all purposes, notwithstanding any notice to the contrary. Subject
to Section 8, a Warrant, if properly assigned, may be exercised by a new holder
without first having a new Warrant issued.
12B. Transfer and Exchange of Warrants. Upon the surrender of any
---------------------------------
Warrant, properly endorsed, for registration of transfer or for exchange at the
principal office of the Company, the Company at its expense will (subject to
compliance with Section 8, if applicable) execute and deliver to or upon the
order of the holder thereof a new Warrant or Warrants of like tenor, in the name
of such holder or as such holder (upon payment by such holder of any applicable
transfer taxes) may direct, calling in the aggregate on the face or faces
thereof for the number of shares of Original Common Stock called for on the face
or faces of the Warrant or Warrants so surrendered.
12C. Replacement of Warrants. Upon receipt of evidence reasonably
-----------------------
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Warrant and, in the case of any such loss, theft or destruction of any Warrant
held by a Person other than the Purchaser, upon delivery of its unsecured
indemnity or, in the case of any such mutilation, upon surrender of such Warrant
for cancellation at the principal office of the Company, the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.
-18-
SECTION 13. DEFINITIONS. As used herein, unless the context otherwise
requires, the following terms have the following respective meanings:
"ACQUIRING COMPANY" shall have the meaning specified in Section 2I.
"ACQUIRER'S COMMON STOCK" shall have the meaning specified in Section
2I.
"ADDITIONAL SHARES OF COMMON STOCK" shall mean all shares (including
treasury shares) of Common Stock issued or sold (or deemed to be issued pursuant
to Section 2C or 2D) by the Company after the date hereof, whether or not
subsequently reacquired or retired by the Company, other than shares of Common
Stock issued upon the occurrence of a Permitted Event.
"AFFILIATE" shall have the meaning specified in the Purchase
Agreement.
"ANNOUNCEMENT DATE" shall have the meaning specified in Section 2I.
"BUSINESS DAY" shall mean any day on which banks are open for business
in New York City (other than a Saturday, Sunday or legal holiday in the State of
New York), provided, that any reference to "days" (unless Business Days are
--------
specified) shall mean calendar days.
"CASHLESS EXERCISE" shall have the meaning specified in Section 1F.
"COMMISSION" shall mean the Securities and Exchange Commission or any
successor federal agency having similar powers.
"COMMON STOCK" shall mean the Original Common Stock, any stock into
which such stock shall have been converted or changed or any stock resulting
from any reclassification of such stock and all other stock of any class or
classes (however designated) of the Company the holders of which have the right,
without limitation as to amount, either to all or to a share of the balance of
current dividends and liquidating dividends after the payment of dividends and
distributions on any shares entitled to preference.
"COMPANY" shall mean Air Methods Corporation, a Delaware corporation.
"CONSUMMATION DATE" shall have the meaning specified in Section 2I.
"CONVERTIBLE SECURITIES" shall mean any evidences of indebtedness,
shares of stock (other than Common Stock) or other securities directly or
indirectly convertible into or exchangeable for Additional Shares of Common
Stock.
-19-
"DIVIDEND RESTRICTIONS" shall mean the restrictions on the ability of
the Company to declare, order, pay or make dividends or other distributions, as
set forth in paragraph 7D of the Purchase Agreement, whether or not the Purchase
Agreement remains in effect.
"EXCHANGE ACT" shall mean the Securities and Exchange Act of 1934, as
amended.
"EXERCISE PRICE" shall have the meaning specified in Section 1B.
"EXPIRATION DATE" shall have the meaning specified in the opening
paragraphs of this Warrant.
"FAIR VALUE" shall mean with respect to any securities or other
property, the fair value thereof as of a date which is within 15 days of the
date as of which the determination is to be made (a) determined by agreement
between the Company and the Required Holders, or (b) if the Company and the
Required Holders fail to agree, determined jointly by an independent investment
banking firm retained by the Company and by an independent investment banking
firm retained by the Required Holders, either of which firms may be an
independent investment banking firm regularly retained by the Company, or (c) if
the Company or the Required Holders shall fail so to retain an independent
investment banking firm within 10 Business Days of the retention of such a firm
by the Required Holders or the Company, as the case may be, determined solely by
the firm so retained, or (d) if the firms so retained by the Company and by such
holders shall be unable to reach a joint determination within 15 Business Days
of the retention of the last firm so retained, determined by another independent
investment banking firm which is not a regular investment banking firm of the
Company chosen by the first two such firms.
"INITIAL DATE" shall have the meaning specified in Section 2A.
"MARKET PRICE" shall mean on any date specified herein, (a) with
respect to Common Stock or to common stock (or equivalent equity interests) of
an Acquiring Company or its Parent, the amount per share equal to (i) the
average of the last sale price of shares of Common Stock, regular way, or of
shares of such common stock (or equivalent equity interests) for the 20
consecutive trading days immediately preceding such date or, if no such sale
takes place on any such trading day, the average of the closing bid and asked
prices thereof on such trading day, in each case as officially reported on the
principal national securities exchange on which the same are then listed or
admitted to trading, or (ii) if no shares of Common Stock or no shares of such
common stock (or equivalent equity interests), as the case may be, are then
listed or admitted to trading on any national securities exchange, the average
of the last sale price of shares of Common Stock, regular way, or of shares of
such common stock (or equivalent equity interests) for the 20 consecutive
-20-
trading days immediately preceding such date, or, if no such sale takes place on
such trading day, the average of the reported closing bid and asked prices
thereof on such trading day, in each case as quoted in the Nasdaq National
Market or, if no shares of Common Stock or no shares of such common stock (or
equivalent equity interest), as the case may be, are then quoted in the Nasdaq
National Market, as published by the National Quotation Bureau, Incorporated or
any similar successor organization, and in either case as reported by any member
firm of the New York Stock Exchange selected by the Company, or (iii) if no
shares of Common Stock or no shares of such common stock (or equivalent equity
interests), as the case may be, are then or, for the entire applicable 20 day
period, were listed or admitted to trading, on any national securities exchange
or quoted or published in the over-the-counter market, the higher of (x) the
book value thereof as determined by any firm of independent public accountants
of recognized standing selected by the Board of Directors of the Company, as of
the last day of any month ending within 60 days preceding the date as of which
the determination is to be made or (y) the Fair Value thereof; and (b) with
respect to any other securities, the Fair Value thereof.
"NOTES" shall have the meaning specified in the opening paragraphs of
this Warrant.
"OFFICER'S CERTIFICATE" shall mean a certificate signed in the name of
the Company by its President, Chief Financial Officer, one of its Vice
Presidents or its Treasurer.
"OPTIONS" shall mean rights, options or warrants to subscribe for,
purchase or otherwise acquire either Additional Shares of Common Stock or
Convertible Securities.
"ORIGINAL COMMON STOCK" shall have the meaning specified in the
opening paragraphs of this Warrant.
"OTHER SECURITIES" shall mean any stock (other than Common Stock) and
any other securities of the Company or any other Person (corporate or otherwise)
which the holders of the Warrants at any time shall be entitled to receive, or
shall have received, upon the exercise of the Warrants, in lieu of or in
addition to Common Stock, or which at any time shall be issuable or shall have
been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 2I or otherwise.
"PARENT" shall have the meaning specified in Section 2I.
"PERMITTED EVENT" shall have the meaning specified in Section 2J.
"PERSON" shall mean and include an individual, a partnership, an
association, a joint venture, a corporation, a trust, a limited liability
company, an unincorporated organization and a government or any department or
agency thereof.
-21-
"PURCHASE AGREEMENT" shall have the meaning specified in the opening
paragraphs of this Warrant.
"PURCHASERS" shall have the meaning specified in the opening
paragraphs of this Warrant.
"REQUIRED HOLDERS" shall mean the holders of at least 50.1% of all the
Warrants at the time outstanding, determined on the basis of the number of
shares of Common Stock then purchasable upon the exercise of all Warrants then
outstanding.
"RESTRICTED SECURITIES" shall mean (a) any Warrants bearing the
applicable legend set forth in Section 8 and (b) any shares of Common Stock (or
Other Securities) which have been issued upon the exercise of Warrants and which
are evidenced by a certificate or certificates bearing the applicable legend set
forth in such section, and (c) unless the context otherwise requires, any shares
of Common Stock (or Other Securities) which are at the time issuable upon the
exercise of Warrants and which, when so issued, will be evidenced by a
certificate or certificates bearing the applicable legend set forth in such
section.
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
"STOCKHOLDERS' AGREEMENT" shall mean the Stockholders' Agreement,
dated as of October 16, 2002, by and between the Company, on the one hand, and
the Purchasers, on the other hand.
"TRANSACTION" shall have the meaning specified in Section 2I.
"WARRANT" shall have the meaning specified in the opening paragraphs
of this Warrant.
SECTION 14. REMEDIES. The Company stipulates that the remedies at law
of the holder of this Warrant in the event of any default or threatened default
by the Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate and that, to the fullest extent
permitted by law, such terms may be specifically enforced by a decree for the
specific performance of any agreement contained herein or by an injunction
against a violation of any of the terms hereof or otherwise.
SECTION 15. NOTICES. All notices and other communications under this
Warrant shall be in writing and shall be sent (a) by registered or certified
mail, return receipt requested, or (b) by a recognized overnight delivery
service, addressed (i) if to any holder of any Warrant or any holder of any
Common stock (or Other Securities), at the registered address of such holder as
-22-
set forth in the applicable register kept at the principal office of the
Company, or (ii) if to the Company, to the attention of its Chief Financial
Officer at its principal office, provided that the exercise of any Warrant shall
be effected in the manner provided in Section 1.
SECTION 16. MISCELLANEOUS.
(a) This Warrant and any term hereof may be changed, waived, discharged
or terminated only by an instrument in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is sought.
(b) The agreements of the Company contained in this Warrant other than
those applicable solely to the Warrants and the holders thereof shall inure to
the benefit of and be enforceable by any holder or holders at the time of any
Common Stock (or Other Securities) issued upon the exercise of Warrants, whether
so expressed or not.
(c) This Warrant shall be construed and enforced in accordance with and
governed by the laws of the State of New York.
(d) The section headings in this Warrant are for purposes of
convenience only and shall not constitute a part hereof.
AIR METHODS CORPORATION
By: /s/ George W. Belsey
------------------------------
Name: George W. Belsey
Title: CEO
-23-
FORM OF SUBSCRIPTION
--------------------
(To be executed only upon exercise of Warrant)
To AIR METHODS CORPORATION
The undersigned registered holder of the within Warrant hereby
irrevocably exercises such Warrant for, and purchases thereunder, _____(1)
shares of Original Common Stock of AIR METHODS CORPORATION, [AND HEREWITH MAKES
PAYMENT OF $_______________ THEREFOR](2) [IN A CASHLESS EXERCISE PURSUANT TO
SECTION 1F OF THE WITHIN WARRANT](3), and requests that the certificates for
such shares be issued in the name of, and delivered to _________________________
whose address is _________________________.
Dated:______________________
__________________________________________________
(Signature must conform in all respects to name of
holder as specified on the face of this Warrant)
__________________________________________________
(Street Address)
__________________________________________________
(City) (State) (Zip Code)
- -------------------------------
1 Insert here the number of shares called for on the face of this Warrant
(or, in the case of a partial exercise, the portion thereof as to which
this Warrant is being exercised), in either case without making any
adjustment for additional Common Stock or any other stock or other
securities or property or cash which, pursuant to the adjustment provisions
of this Warrant, may be delivered upon exercise. In the case of a partial
exercise, a new Warrant or Warrants will be issued and delivered,
representing the unexercised portion of this Warrant, to the holder
surrendering the same.
2 Use in connection with an exercise involving a delivery of funds to the
Company.
3 Use in connection with a Cashless Exercise.
-24-
FORM OF ASSIGNMENT
------------------
(To be executed only upon transfer of Warrant)
For value received, the undersigned registered holder of the within Warrant
hereby sells, assigns and transfers unto _________________________ the right
represented by such Warrant to purchase _________________________(4) shares of
Common Stock of AIR METHODS CORPORATION, to which such Warrant relates, and
appoints _________________________ Attorney to make such transfer on the books
of AIR METHODS CORPORATION, maintained for such purpose, with full power of
substitution in the premises.
Dated:______________________
__________________________________________________
(Signature must conform in all respects to name of
holder as specified on the face of this Warrant)
__________________________________________________
(Street Address)
__________________________________________________
(City) (State) (Zip Code)
Signed in the presence of:
- -------------------------------
4. Insert here the number of shares called for on the face of the within
Warrant (or, in the case of a partial assignment, the portion thereof as to
which this Warrant is being assigned), in either case without making any
adjustment for additional Common Stock or any other stock or other
securities or property or cash which, pursuant to the adjustment provisions
of the within Warrant, may be delivered upon exercise. In the case of a
partial assignment, a new Warrant or Warrants will be issued and delivered,
representing the portion of the within Warrant not being assigned, to the
holder assigning the same.
-25-