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Exhibit 10.41
THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE
SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A
VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF. THE SECURITIES
MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND
QUALIFICATION WITHOUT, EXCEPT UNDER CERTAIN SPECIFIC LIMITED CIRCUMSTANCES, AN
OPINION OF COUNSEL FOR THE HOLDER, CONCURRED IN BY COUNSEL FOR THE COMPANY THAT
SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.
INVENTA TECHNOLOGIES, INC.
STOCK PURCHASE WARRANT
THIS CERTIFIES that GE Medical Systems, a division of General Electric
Company, a New York corporation (the "Holder"), is entitled, upon the terms and
subject to the conditions hereinafter set forth, at any time on or after the
date of this Warrant and on or prior to April 30, 2001 (the "Expiration Date"),
but not thereafter, to subscribe for and purchase, from Inventa Technologies,
Inc., a Delaware corporation (the "Company"), fifty-thousand (50,000) shares of
Company Common Stock (the "Shares") at an exercise price of Twenty Dollars
($20.00) per share (the "Exercise Price") subject to adjustment as set forth
below.
1. Exercise of Warrant
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(a) Unless earlier terminated under Section 7, the purchase rights
represented by this Wan-ant are exercisable by the Holder, in whole or in part,
at any time after the date hereof and before the close of business on the
Expiration Date, by the surrender of this Warrant and the Notice of Exercise
annexed hereto duly executed at the principal executive office of the Company
(or such other office or agency of the Company as it may designate by notice in
writing to the Holder at the address of the Holder appearing on the books of the
Company), and upon payment of the Exercise Price of the Shares thereby purchased
(by cash or by cheek or bank draft payable to the order of the Company in an
amount equal to the Exercise Price of the shares thereby purchased); whereupon
the Holder shall be entitled to receive a certificate for the number of Shares
so purchased. The Company agrees that if at the time of the surrender of this
Warrant and purchase of the Shares, the Holder shall be entitled to exercise
this Warrant, the Shares so purchased shall be and be deemed to be issued to
such holder as the record owner of such Shares as of the close of business on
the date on which this Warrant shall have been exercised as aforesaid.
(b) Certificates for Shares purchased hereunder shall be delivered to
the Holder within a reasonable time after the date on which this Warrant shall
have been exercised as aforesaid.
(c) The Company covenants that all Shares which may be issued upon the
exercise of rights represented by this Warrant will, upon exercise of the rights
represented by this Warrant, be fully paid and nonassessable and free from all
taxes, liens and charges in respect of the issue thereof (other than taxes in
respect of any transfer occurring contemporaneously with such issue).
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2. No Fractional Shares or Scrip. No fractional shares or scrip
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representing fractional shares shall be issued upon the exercise of this
Warrant. With respect to any fraction of a share called for upon the exercise of
this Warrant, an amount equal to such fraction multiplied by the then current
price at which each Share may be purchased hereunder shall be paid in cash to
the Holder.
3. Charges, Taxes and Expenses. Issuance of certificates for Shares upon
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the exercise of this Warrant shall be made without charge to the holder hereof
for any issue or transfer tax or other incidental expense in respect of the
issuance of such certificate, all of which taxes and expenses shall be paid by
the Company, and such certificates shall be issued in the name of the Holder.
4. No Rights as Shareholders. This Warrant does not entitle the Holder to
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any voting rights or other rights as a shareholder of the Company prior to the
exercise thereof.
5. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the
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Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto, and
upon surrender and cancellation of this Warrant, if mutilated, the Company will
make and deliver a new Warrant of like tenor and dated as of such cancellation,
in lieu of this Warrant.
6. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the
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taking of any action or the expiration of any right required or granted herein
shall be a Saturday or a Sunday or shall be a legal holiday, than such action
may be taken or such right may be exercised on the next succeeding day not a
legal holiday.
7. Early Termination and Dilution.
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(a) Organic Change. In the event of any (a) sale, lease, exchange or
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other transfer of all or substantially all of the property, assets or business
of Company, (b), any liquidation, dissolution or winding up of Company, whether
voluntary or involuntary or (c) any merger or consolidation to which Company is
a party (an "Organic Change"), the Holder shall have the right thereafter to
receive, upon exercise of the Warrant, in lieu of the Common Stock issuable upon
such exercise prior to consummation of such Organic Change, the kind and amount
of shares of stock and other securities and property receivable (including cash)
upon the consummation of such Organic Change by a holder of that number of
shares of Common Stock into which the Warrant was exercisable immediately prior
to such Organic Change (including, on a pro rata basis, the cash, securities or
property received by holders of Common Stock in any tender or exchange offer
that is a step in such Organic Change). The Company must notify the Holder at
least 20 days prior to the consummation of any Organic Change. If Holder has not
exercised the Warrant by the effective date of the Organic Change, the Warrant
shall terminate.
(b) Reclassification, etc. If the Company, at any time while this
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Warrant, or any portion hereof, remains outstanding and unexpired by
reclassification of securities or otherwise, shall change any of the securities
as to which purchase rights under this Warrant exist into the same or a
different number or securities or any other class or classes, this Warrant shall
thereafter represent the right to acquire such number and kind of securities as
would have been issuable as the result of such
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change with respect to the securities that were subject to the purchase rights
under this Warrant immediately prior to such reclassification or other change
and the Exercise Price therefor shall be appropriately adjusted, all subject to
further adjustment as provided in this Section.
(c) Split, Subdivision or Combination of Shares. If the Company at any
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time while this Warrant, or any portion hereof, remains outstanding and
unexpired shall split, subdivide or combine the securities as to which purchase
rights under this Warrant exist, into a different number of securities of the
same class, then (i) the Exercise Price for such securities shall be
proportionately decreased in the case of a split or subdivision or
proportionately increased in the case of combination, in both cases by the ratio
which the total number of such securities to be outstanding immediately after
such event bears to the total number of such securities outstanding immediately
prior to such event, and (ii) the number of shares issuable under this Warrant
shall be proportionately increased in the case of a split or subdivision or
proportionately decreased in the case of combination, in both eases by the ratio
which the total number of such securities to be outstanding immediately after
such event bears to the total number of such securities outstanding immediately
prior to such event.
(d) Cash Distributions. No adjustment on account of cash dividends or
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interest on the Shares or other securities purchasable hereunder will be made to
the Exercise Price under this Warrant.
8. Miscellaneous.
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(a) Issue Date. The provisions of this Warrant shall be construed and
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shall be given effect in all respect as if it had been issued and delivered by
the Company on the date set forth below. This Warrant shall constitute a
contract under the laws of the State of California and for all purposes shall be
construed in accordance with and governed by the laws of said state.
(b) Restrictions. The Holder acknowledges that the, Shares acquired
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upon the exercise of this Warrant may have restrictions upon its resale imposed
by state and federal securities laws.
(c) Waivers and Amendments. This Warrant and any provisions hereof may
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be changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of the same is sought. This
Warrant shall be binding upon any successors or assigns of the Company.
(d) Assignment and Transferability. This Warrant may be assigned or
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transferred by the Holder only with the prior written approval of the Company.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officers thereunto duly authorized.
Dated: June 8, 2000
INVENTA TECHNOLOGIES, INC.
/s/ Michael Shahbazian
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(Signature)
Michael Shahbazian
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(Print Name)
SVP & CFO
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(Title)
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NOTICE OF EXERCISE
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TO: Inventa Technologies, Inc.
255 Shoreline Drive
Redwood Shores, CA
Attn: Secretary
1. The undersigned hereby elects to purchase ______ shares of the ______ (the
"Shares") of Inventa Technologies, Inc. pursuant to the terms of the
attached Warrant, and tenders herewith payment of the purchase price in
full, together with all applicable transfer taxes, if any.
2. Please issue a certificate or certificates representing the Shares in the
name of the undersigned or in such other name as is specified below:
________________________________
(Print Name)
________________________________
(Address)
________________________________
(Address)
3. The undersigned confirms that the Shares are being acquired for the account
of the undersigned for investment only and not with a view to, or for
resale in connection with, the distribution thereof and that the
undersigned has no present intention of distributing or selling the Shares.
_________________ ________________________________
(Date) (Signature)
________________________________
(Print Name)
