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EXHIBIT 4.11
THE SHARES UNDERLYING THIS WARRANT MAY NOT BE SOLD IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS THEREOF. THIS WARRANT HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES OR BLUE
SKY LAWS. THIS WARRANT MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER SAID
ACT AND UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS OR EXEMPTIONS FROM
SUCH REGISTRATION. THIS WARRANT MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT UPON THE CONDITIONS SPECIFIED IN
THIS WARRANT, AND NO SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION OF THIS WARRANT SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH
CONDITIONS SHALL HAVE BEEN COMPLIED WITH.
NO. W________ Right to Purchase _______
Shares of Common Stock
STOCK PURCHASE WARRANT
THIS CERTIFIES THAT, for value received, _______________ is entitled
to purchase from COVENTRY HEALTH CARE, INC., a Delaware corporation (the
"Company"), at any time, in whole or in part, during the period specified in
Paragraph 2 hereof, ____________________ (________) fully paid and nonassessable
shares of the Company's Common Stock, par value $.01 per share (the "Warrant
Shares"), at an exercise price of $________ per share (the "Exercise Price").
The Warrant Shares and the Exercise Price are subject to adjustment as provided
in Paragraph 6 hereof.
This Warrant is subject to the following terms, provisions, and
conditions:
1. Manner of Exercise; Issuance of Certificates; Payment for
Shares. Subject to the provisions hereof, including Section 2 hereof, this
Warrant may be exercised by the holder hereof, in whole or in part, by the
surrender of this Warrant, together with a completed Exercise Agreement in the
form attached hereto, to the Company during normal business hours on any
business day at the Company's principal executive offices (or such other office
or agency of the Company as it may designate by notice to the holder hereof),
and upon payment to the Company in cash or by certified or official bank check
of the Exercise Price for the Warrant Shares specified in said Exercise
Agreement. The Warrant Shares so purchased shall be deemed to be issued to the
holder hereof or said holder's designee as the record owner of such shares as of
the close of business on the date on which this Warrant shall have been
surrendered, the completed Exercise Agreement delivered, and payment made for
such shares as aforesaid. Certificates for the Warrant Shares so purchased,
representing the aggregate number of shares specified in said Exercise
Agreement, shall be delivered to the holder hereof within a reasonable time, not
exceeding seven (7) business days, after this Warrant shall have been so
exercised. The certificates so delivered shall be in such denominations as may
be requested by the holder hereof and shall be registered in the name of said
holder or such other name as shall be designated by said holder. If this Warrant
shall have been exercised only in part, then, unless this Warrant has expired,
the Company shall, at its expense, at the time of
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delivery of said certificates, deliver to said holder a new Warrant representing
the number of shares with respect to which this Warrant shall not then have been
exercised. The holder shall pay all taxes and other expenses and charges payable
in connection with the preparation, execution, and delivery of stock
certificates (and any new Warrants) pursuant to this Paragraph 1.
2. Period of Exercise. This Warrant is exercisable at any time
or from time to time after ____________, 20____ with respect to _____ shares,
and after ________, 20____ with respect to the remaining ________ shares, and
before the close of business on ________, 20____. This Warrant shall expire
after the close of business on _________, 20____, and be of no further force and
effect.
3. Certain Agreements of the Company. The Company hereby
covenants and agrees as follows:
(a) Shares to be Fully Paid. All Warrant Shares will, upon
issuance, be validly issued, fully paid, and nonassessable
and free from all taxes, liens, and charges with respect to
the issue thereof.
(b) Reservation of Shares. During the period within which this
Warrant may be exercised, the Company will at all times
have authorized, and reserved for the purpose of issuance
upon exercise of this Warrant, a sufficient number of
shares of Common Stock to provide for the exercise of this
Warrant.
(c) Successors and Assigns. This Warrant will be binding upon
any entity succeeding to the Company by merger,
consolidation, or acquisition of all or substantially all
of the Company's assets.
4. No Rights or Liabilities as a Shareholder. This Warrant
shall not entitle the holder hereof to any voting rights or other rights as a
shareholder of the Company. No provision of this Warrant, in the absence of
affirmative action by the holder hereof to purchase Warrant Shares, and no mere
enumeration herein of the rights or privileges of the holder hereof, shall give
rise to any liability of such holder for the Exercise Price or as a shareholder
of the Company, whether such liability is asserted by the Company or by
creditors of the Company.
5. Transfer, Exchange, and Replacement of Warrants and Shares.
(a) Restriction on Transfer. Anything in this Warrant to the
contrary notwithstanding, this Warrant (and any Warrant for
which this Warrant may be exchanged or replaced) may not be
transferred or assigned, except by will or pursuant to the
laws of descent and distribution; provided, however, that
any transfer or assignment shall be subject to the
conditions set forth in Paragraph 5(f) hereof. Until due
presentment for registration of transfer on the books of
the Company, the Company may treat the registered holder
hereof as the owner and holder hereof for all purposes, and
the Company shall not be affected by any notice to the
contrary.
(b) Warrant Exchangeable for Different Denominations. Subject
to Paragraph 5(a) hereof, this Warrant is exchangeable,
upon the surrender hereof by the holder hereof at the
office or agency of the Company referred to in Paragraph
5(e) hereof, for new Warrants of like tenor representing in
the aggregate the right to purchase the number of shares of
Common Stock which may be purchased hereunder, each of such
new Warrants to represent
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the right to purchase such number of shares as shall be
designated by said holder hereof at the time of such
surrender.
(c) Replacement of Warrant. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft,
destruction, or mutilation of this Warrant and, in the case
of any such loss, theft, or destruction, upon delivery of
an indemnity agreement reasonably satisfactory in form and
amount to the Company, or, in the case of any such
mutilation, upon surrender and cancellation of this
Warrant, the Company, at its expense, will execute and
deliver, in lieu thereof, a new Warrant of like tenor.
(d) Cancellation; Payment of Expenses. Upon the surrender of
this Warrant in connection with any transfer, exchange, or
replacement as provided in this paragraph 5, this Warrant
shall be promptly canceled by the Company.
(e) Register. The Company shall maintain, at its principal
executive offices (or such other office or agency of the
Company as it may designate by notice to the holder
hereof), a register for this Warrant, in which the Company
shall record the name and address of the person in whose
name this Warrant has been issued, as well as the name and
address of each transferee and each prior owner of this
Warrant.
(f) Investment Representation. By acceptance of this Warrant,
the holder hereof hereby represents that: (i) such holder
understands that neither this Warrant nor the Warrant
Shares payable hereunder have been registered under the
Securities Act of 1933, as amended (the "Securities Act")
or any state securities laws and, in addition to the other
restrictions on transfer set forth in this Warrant, neither
this Warrant nor the Warrant Shares payable hereunder may
be transferred in the absence of an effective registration
statement under the Securities Act and any applicable state
securities laws or an exemption from the registration
requirements thereof, and (ii) such holder is acquiring
such Warrant for investment only, and not with a view to
the resale or distribution of the Warrant or the Warrant
Shares underlying such Warrant. Following the exercise of
this Warrant, the holder shall not transfer the shares of
Common Stock acquired upon the exercise hereof except
pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or
unless the holder of this Warrant furnishes to the Company
a written opinion of counsel, which opinion and counsel are
acceptable to the Company, to the effect that such
exercise, transfer, or exchange may be made without
registration under said Act and under applicable state
securities or blue sky laws and (iii) that the holder or
transferee execute and deliver to the Company an investment
letter in form and substance acceptable to the Company.
6. Adjustments Upon Changes in Common Stock. In the event the
Company shall effect a split of the Common Stock or dividend payable in Common
Stock, or in the event the outstanding Common Stock shall be combined into a
smaller number of shares, the maximum number of shares for which this Warrant
may be exercised hereunder shall be decreased or increased proportionately. In
the event that the Company shall have effected such a split, dividend or
combination before delivery by the Company of all of the Warrant Shares, the
shares still subject to exercise under this Warrant shall be increased or
decreased proportionately and the purchase price per share shall be decreased or
increased proportionately so that the aggregate purchase price for all of the
Warrant Shares shall remain the same as immediately prior to such split,
dividend or combination.
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In the event of a reclassification of Common Stock not covered by the
foregoing, or in the event of a liquidation or reorganization (including a
merger, consolidation, spin-off or sale of assets) of the Company or a parent or
subsidiary of the Company, the Board of Directors of the Company shall make such
adjustments, if any, as it may deem appropriate in the number, purchase price
and kind of shares covered by the unexercised portions of this Warrant. The
provisions of this Section shall only be applicable if, and only to the extent
that, the application thereof does not conflict with a valid governmental
statute, regulation or rule.
7. Notices. All notices, requests, and other communications
required or permitted to be given or delivered hereunder to the holder of this
Warrant shall be in writing, and shall be personally delivered, or shall be sent
by certified or registered mail, postage prepaid and addressed to such holder at
the address shown for such holder on the books of the Company, or at such other
address as shall have been furnished to the Company by notice from such holder.
All notices, requests, and other communications required or permitted to be
given or delivered hereunder to the Company shall be in writing, and shall be
personally delivered, or shall be sent by certified or registered mail, postage
prepaid and addressed, to the office of the Company at 0000 Xxxxxxxxx Xxxxx,
Xxxxx 000, Xxxxxxxx, XX 00000, Attention: President (or Secretary) or at such
other address as shall have been furnished to the holder of this Warrant by
notice from the Company. Any such notice, request, or other communication may be
sent by telegram, telex, or telecopy, but shall in such case be subsequently
confirmed by a writing personally delivered or sent by certified or registered
mail as provided above. All notices, requests, and other communications shall be
deemed to have been given either at the time of the delivery thereof to (or the
receipt by, in the case of a telegram, telex or telecopy) the person entitled to
receive such notice at the address of such person for purposes of this Paragraph
7, or, if mailed, at the completion of the third (3rd) full day following the
time of such mailing thereof to such address, as the case may be.
8. Governing Law. This Warrant shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware.
9. Miscellaneous.
(a) Amendments. This Warrant and any provision hereof may not
be changed, waived, discharged, or terminated, except by an
instrument in writing signed by the party (or any
predecessor interest thereof) against which enforcement of
the same is sought.
(b) Descriptive Headings. The descriptive headings of the
several paragraphs of this Warrant are inserted for
purposes of reference only, and shall not affect the
meaning or construction of any of the provisions hereof.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
by its duly authorized officer under its corporate seal, attested by its duly
authorized officer, as of the _____ day of ______, 20___.
COVENTRY HEALTH CARE, INC.
By:
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[CORPORATE SEAL]
Attest:
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Secretary
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EXERCISE AGREEMENT
Dated: ,
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To:
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The undersigned, pursuant to the provisions set forth in the within
Warrant No. _______, hereby agrees to purchase _________ shares of Common Stock
of Coventry Health Care, Inc. covered by such Warrant, and makes payment
herewith in full therefor at the price per share provided by such Warrant in
cash or by certified or official bank check in the amount of $_______________.
Please issue a certificate or certificates for such shares of Common Stock in
the name of (and pay cash for any fractional share(s)) to the following:
Name:
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SS No./ Tax ID No.:
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Address:
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Signature*:
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* The above signature should correspond exactly with the name on the
face of the within Warrant.
If the number of Warrant Shares exercised herein shall not be all of the shares
purchasable under the within Warrant, a new Warrant is to be issued in the name
of the above signatory covering the balance of the Warrant Shares purchasable
under the within Warrant, less any fraction of a share paid to the holder in
cash.
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