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EXHIBIT 10.10
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS
AMENDED, OR ANY ANALOGOUS STATE SECURITIES LAWS, AND MAY NOT BE
TRANSFERRED IN
VIOLATION OF SUCH ACT OR LAWS, THE RULES AND REGULATIONS THEREUNDER
OR THE
PROVISIONS OF THIS WARRANT. ANY SHARES ISSUED UNDER THIS WARRANT
WILL CONTAIN
THIS SAME LEGEND.
PRIMEDEX HEALTH SYSTEMS, INC.
WARRANT TO PURCHASE
SHARES OF COMMON STOCK
(Void after 5:00 pm. Pacific time,
on April 28, 2012)
THIS CERTIFICATE is issued in connection with the extension of
the
Employment Agreement between Jeffrey L. Linden (the "Holder") and
Radnet
Management, Inc., a California corporation, and wholly-owned
subsidiary of
PRIMEDEX HEALTH SYSTEMS, INC., a New York corporation (the
"Company"), and
certifies that the Holder is entitled to purchase from the Company
prior to 5:00
pm., Pacific time, on April 28, 2012, or ninety (90) days after
Holder ceases to
be an employee of the Company, whichever first occurs (the
"Expiration Date"),
Five Hundred Thousand (500,000) shares ("Warrant Shares") of fully
paid and
nonassessable shares of common stock, par value $.01 per share, of
the Company
("Common Stock") at a price of $1.26 per share (the "Warrant
Price"), or as
otherwise provided herein, subject to the provisions and upon the
terms and
conditions hereinafter set forth.
This Warrant is subject to the following additional terms and
conditions.
1. EXERCISABILITY. Holder may exercise (a) Eighty-Five Thousand
(85,000) shares from and after April 28, 2007, (b) Eighty-Five
Thousand (85,000)
shares from and after April 28, 2008, (c) Eighty-Five Thousand
(85,000) shares
from and after April 28, 2009, (d) Eighty-Five Thousand (85,000)
shares from and
after April 28, 2010, (e) Eighty-Five Thousand (85,000) shares from
and after
April 28, 2011, (f) Seventy-Five Thousand (75,000) shares from and
after March
1, 2012, and until the Expiration Date, the purchase rights
represented by this
Warrant are exercisable after vesting at the option of the Holder,
either as an
entirety, or from time to time for any part of the Warrant Shares
which may be
purchased hereunder. Notwithstanding the foregoing, the vesting
under this
Warrant shall accelerate and become fully vested upon (i) a "change
in control"
of the Company or (ii) the closing price of the Company's Common
Stock in the
public market in which it trades averaging no less than $3.00 per
share for
thirty (30) consecutive days. A change of control is defined as:
(a) any person
or group of persons (within the meaning of the Securities Exchange
Act of 1934)
shall have acquired beneficial ownership (within the meaning of
Rule 13d-3
promulgated by the Securities and Exchange Commission under the
Securities
Exchange Act of 1934) of 40% or more of the issued and outstanding
shares of
common stock of the Company having the right to vote for the
election of
directors of the Company under ordinary circumstances; (b) during
any period of
twelve consecutive calendar months, individuals who at the
beginning of such
period constituted the board of directors of the Company (together
with any new
directors whose election by the board of directors of the Company
or whose
nomination for election by the stockholders of the Company was
approved by a
vote of at least two-thirds (2/3) of the directors then still in
office who
either were directors at the beginning of such period or whose
election or
nomination for election was previously so approved) cease for any
reason other
than death or disability to constitute a majority of the directors
then in
office; or (c) the Company ceases to own and control all of the
economic and
voting rights associated with all of the outstanding stock of
Radnet Management,
Inc.
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2. RESERVATION OF WARRANT SHARES. The Company agrees at all times
to
reserve a sufficient number of shares of authorized but unissued
Common Stock,
when and as required for the purpose of complying with the terms of
this
Warrant.
3. NO RIGHTS AS SHAREHOLDER; NOTICES TO HOLDER. Nothing contained
in
this Warrant shall be construed as conferring upon the Holder the
right to vote
or to receive dividends or to consent or to receive notice as a
shareholder in
respect of any meeting of shareholders for the election of
directors of the
Company or any other matter, or any rights whatsoever as a
shareholder of the
Company.
If, however, at any time prior to the expiration of this Warrant
and
prior to its exercise, any of the following events shall occur:
(a) The Company shall take a record of the holders of its
Common
Stock for the purpose of entitling them to receive a dividend
(other than a cash
dividend payable out of earnings or earned surplus legally
available for the
payment of dividends under the laws of the jurisdiction of
incorporation of
Company) or other distribution, or any right to subscribe for or
purchase any
evidences of its indebtedness, any shares of stock of any class or
any other
securities or property, or to receive any other right, or
(b) There shall be any capital reorganization of Company, any
reclassification or recapitalization of the capital stock of
Company or any
consolidation or merger of Company with, or any sale, transfer or
other
disposition of all or substantially all the property, assets or
business of
Company to another corporation, or
(c) A dissolution, liquidation or winding up of the Company
(other
than in connection with a consolidation, merger, or sale of all or
substantially
all of its property, assets and business as an entirety) shall be
proposed, then
in any one or more of said events, the Company shall give to the
Holder (i) at
least 30 days' prior written notice of the date on which a record
date shall be
selected for such dividend, distribution or right or for
determining rights to
vote in respect of any such reorganization, reclassification,
merger,
liquidation or winding up, and (ii) in the case of any such
transfer,
disposition, dissolution, liquidation or winding up, at least 30
days' prior
written notice of the date when the same shall take place. Such
notice in
accordance with the foregoing clause also shall specify (i) the
date on which
any such record is to be taken for the purpose of such dividend,
distribution or
right, the date on which the holders of Common Stock shall be
entitled to any
such dividend, distribution or right, and the amount and character
thereof, and
(ii) the date on which any such reorganization, reclassification,
merger,
consolidation, sale, transfer, disposition, proposed dissolution,
liquidation or
winding up is to take place and the time, if any such time is to be
fixed, as of
which the holders of Common Stock shall be entitled to exchange
their shares of
Common Stock for securities or other property deliverable upon
such
reorganization, reclassification, merger, consolidation, sale,
transfer,
proposed disposition, dissolution, liquidation or winding up. Each
such written
notice shall be sufficiently given if addressed to the Holder at
the last
address of Holder app
