Exhibit 10.18
[Imagictv logo]
September 19, 2000
SHARE PURCHASE WARRANTS
Exercisable to Acquire Class A Voting Common Shares
of
IMAGICTV INC.
(Incorporated under the Canada Business Corporations Act)
THIS IS TO CERTIFY THAT, for value received, Aliant Horizons Inc. (the "holder")
is the registered holder of 287,404 share purchase warrants ("Warrants") of
ImagicTV Inc. ("ImagicTV") and is thereby entitled, without payment of any
additional consideration, to be issued a number of fully paid and non-assessable
Class A voting common shares in the capital of ImagicTV ("Common Shares") for
each Warrant held determined on the following basis (subject to adjustment as
provided herein): (A) if ImagicTV completes a private placement of Common Shares
to investors (other than current shareholders) (the "Outside Investor Round
Private Placement") prior to the Expiry Time (as hereinafter defined), the
holder will receive a number of Common Shares per Warrant equal to US $14.20
divided by the price per share paid by subscribers in the Outside Investor Round
Private Placement, or (B) if the Outside Investor Round Private Placement is not
completed prior to the Expiry Time, the holder will receive one Common Share per
Warrant. The Warrant may be exercised by surrendering to ImagicTV at its address
as provided herein prior to the Expiry Time, this Warrant Certificate, with a
notice of exercise in the form set forth in Appendix 1 annexed here duly
completed and executed.
Surrender of this Warrant Certificate will be deemed to have been effected only
on personal delivery thereof to, or, if sent by mail or other means of
transmission, on actual receipt thereof by ImagicTV at its address as provided
herein.
The Warrants evidenced by this Warrant Certificate may be exercised by the
holder until 5:00 p.m. (Saint John, New Brunswick time) (the "Expiry Time") on
the earlier of (i) the date of the completion of the Outside Investor Round
Private Placement, and (ii) September 29, 2000, provided that if such Warrants
have not been exercised by the Expiry Time, such Warrants will be deemed to have
been exercised by the holder (without any further action on the part of the
holder or ImagicTV) immediately prior to the Expiry Time. Warrant Certificates
may thereafter be surrendered in exchange for certificates representing Common
Shares to which the holder is entitled.
On and after the date of any exercise or deemed exercise of the Warrants
evidenced by this Warrant Certificate, the holder will have no rights hereunder
except to receive a certificate representing the Common Shares thereby issued to
the holder upon surrender of this Warrant Certificate to ImagicTV at its address
as provided herein.
ImagicTV will not be obligated to issue any fraction of a Common Share on the
exercise or deemed exercise of Warrants. To the extent that a holder of Warrants
would otherwise have been entitled to acquire a fractional number of Common
Shares, the number of Common Shares which such holder is entitled to receive
shall be rounded down to the prior whole number.
THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE
THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR UNDER ANY STATE SECURITIES
LAWS. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED TO A U.S. PERSON OR A PERSON IN THE UNITED STATES. AS USED HEREIN,
THE TERMS "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS ASCRIBED TO THEM
IN REGULATION S UNDER THE U.S. SECURITIES ACT.
Any notice, direction or other communication required or permitted to be given
under this Warrant Certificate shall be in writing and shall be given by
facsimile transmission, with confirmation to follow by first class mail,
addressed as follows: (i) if to ImagicTV, at:
ImagicTV Inc.
One Brunswick Square, 14th Floor
Saint John, New Brunswick E2L 3Y2
Attention: Chief Financial Officer
Facsimile No.: (506) 631-3001
or, (ii) if to the holder, at its address in the register of holders of
Warrants or other records maintained by ImagicTV.
Any notice, direction or other communication aforesaid shall, if delivered, be
deemed to have been given and received on the day it was delivered, and if
sent by facsimile transmission shall be deemed to have been given or received
on the next Business Day following the day on
which it was so sent. The holder and ImagicTV may at any time give to the
other notice in writing of any change of address, and from and after the
giving of such notice the address therein specified shall be deemed to be the
address of the holder or ImagicTV, as the case may be, for the purposes of
giving notice hereunder. Any change of address notice shall include a contact
number for the sending of notices by telecommunication hereunder. "Business
Day" means a day, other than a Saturday or Sunday, or public holiday in the
Province of New Brunswick.
All references to currency mean United States of America currency.
A reference to an entity includes any entity that is a successor to such
entity.
The holding of the Warrants evidenced by this Warrant Certificate shall not
constitute the holder thereof a shareholder of ImagicTV or entitle the holder to
any right or interest in respect thereof.
If any provision of this Warrant is or shall become illegal, invalid or
unenforceable, in whole or in part, the remaining provisions shall nevertheless
be and remain valid and subsisting, and the said remaining provisions shall be
construed as if this Warrant had been executed without the illegal, invalid or
unenforceable portion.
This Warrant shall be construed and governed by the laws in force in the
Province of New Brunswick, and the courts of said Province shall have exclusive
jurisdiction to hear and determine all disputes arising hereunder. ImagicTV and
the holder irrevocably attorn to the jurisdiction of said courts. This paragraph
shall not be construed to affect the rights of the holder to enforce a judgment
or award outside the said Province.
On presentation to ImagicTV at its address as provided herein, subject to the
provisions hereof, the terms of the Unanimous Shareholders Agreement and the
Operating Agreement of ImagicTV, each dated as of December 17, 1999 and on
compliance with applicable laws the Warrant Certificate may be exchanged at no
cost to the holder for one or more Warrant Certificates of different
denominations evidencing in the aggregate the same number of Warrants as the
Warrant Certificate being exchanged.
This Warrant is not transferable by the holder except with the written consent
of a majority of the directors of ImagicTV. ImagicTV will be entitled, to refuse
to record any transfer of any Warrant if such transfer would constitute a
violation of the laws of any jurisdiction.
The Common Shares issuable upon the exercise of the Warrants will be subject to
statutory resale restrictions under the applicable securities legislation. In
addition, statutory restrictions may apply to the resale of such Common Shares
by the securities regulatory authorities in applicable jurisdiction. Purchasers
are advised to consult their own legal advisors in this regard.
IN WITNESS WHEREOF ImagicTV Inc. has caused this Warrant Certificate to be
signed by its officer or other individual duly authorized in that behalf as of
September 19, 2000.
IMAGICTV INC.
By /s/ Sue MacQuarrie
---------------------
Name: Sue MacQuarrie
Title: Corporate Secretary
APPENDIX 1
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NOTICE OF EXERCISE
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To: IMAGICTV INC. ("ImagicTV")
The undersigned holder of the Warrants evidenced by the within Warrant
Certificate hereby exercises its right to be issued Common Shares (or such other
securities or property to which such exercise entitles him in lieu thereof or in
addition thereto under the provisions of the Warrant Certificate) that are
issuable upon the exercise of such Warrants, on the terms specified in such
Warrant Certificate.
The undersigned hereby acknowledges that it is aware that the Common Shares
received on exercise will be subject to restrictions on resale under applicable
securities legislation.
The undersigned hereby irrevocably directs that the said Common Shares be
issued, registered and delivered as follows:
Name(s) in Full Address(es) Number(s) of Common Shares
________________ _____________________________ ___________________________________
________________ _____________________________ ___________________________________
________________ _____________________________ ___________________________________
(Please print full name in which the certificates are to be issued. If any
certificates are to be issued to a person or persons other than the holder, the
holder must pay to ImagicTV all exigible transfer taxes or other government
charges and sign the Form of Transfer.)
DATED this day of September, 2000.
Witness )
)
___________________________________ ) ________________________________
) Signature of Registered Holder
)
___________________________________ ) ________________________________
Name of Registered Holder
Note: The name of the Registered Holder on this Notice of Exercise must
be the same as the name appearing on the face page of the Warrant
Certificate to which this Notice of Exercise is attached.