Exhibit 4.14
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE
EXERCISE OF THIS WARRANT (COLLECTIVELY, THE "SECURITIES") HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT, OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS
UNDER THE SECURITIES ACT.
WARRANT TO PURCHASE
COMMON STOCK, PAR VALUE $.00001 PER SHARE
OF
ADVANCED VIRAL RESEARCH CORP.
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This certifies that, for value received, ____________, or
registered assigns ("Warrantholder"), is entitled to purchase from ADVANCED
VIRAL RESEARCH CORP. (the "Company"), subject to the provisions of this Warrant,
at any time and from time to time until 5:00 p.m. Eastern Standard Time on
December 31, 2003, _________ shares of the Company's Common Stock, par value
$.00001 per share ("Warrant Shares"). The purchase price payable upon the
exercise of this Warrant shall be $.2448 per Warrant Share. The Warrant Price
and the number of Warrant Shares which the Warrantholder is entitled to purchase
is subject to adjustment upon the occurrence of the contingencies set forth in
Section 3 of this Warrant, and as adjusted from time to time, such purchase
price is hereinafter referred to as the "Warrant Price."
This Warrant is subject to the following terms and conditions:
I. Exercise of Warrant.
(a) This Warrant may be exercised in whole or in part
but not for a fractional share. Upon delivery of this Warrant at the offices of
the Company or at such other address as the Company may designate by notice in
writing to the registered holder hereof with the Subscription Form annexed
hereto duly executed, accompanied by payment of the Warrant Price for the number
of Warrant Shares purchased (in cash, by certified, cashier's or other check
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acceptable to the Company, by Common Stock of the Company having a Market Value
(as hereinafter defined) equal to the aggregate Warrant Price for the Warrant
Shares to be purchased, or any combination of the foregoing), the registered
holder of this Warrant shall be entitled to receive a certificate or
certificates for the Warrant Shares so purchased. Such certificate or
certificates shall be promptly delivered to the Warrantholder. Upon any partial
exercise of this Warrant, the Company shall execute and deliver a new Warrant of
like tenor for the balance of the Warrant Shares purchasable hereunder.
(b) In lieu of exercising this Warrant pursuant to
Section 1(a), the holder may elect to receive shares of Common Stock equal to
the value of this Warrant determined in the manner described below (or any
portion thereof remaining unexercised) upon delivery of this Warrant at the
offices of the Company or at such other address as the Company may designate by
notice in writing to the registered holder hereof with the Notice of Cashless
Exercise Form annexed hereto duly executed. In such event the Company shall
issue to the holder a number of shares of the Company's Common Stock computed
using the following formula:
X = Y (A-B)
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A
Where X = the number of shares of Common Stock to be issued to the holder.
Y = the number of shares of Common Stock purchasable under this
Warrant (at the date of such calculation).
A = the Market Value of the Company's Common Stock on the business
day immediately preceding the day on which the Notice of Cashless
Exercise is received by the Company.
B = Warrant Price (as adjusted to the date of such calculation).
(c) The Warrant Shares deliverable hereunder shall,
upon issuance, be fully paid and non-assessable and the Company agrees that at
all times during the term of this Warrant it shall cause to be reserved for
issuance such number of shares of its Common Stock as shall be required for
issuance and delivery upon exercise of this Warrant.
(d) For purposes of this Warrant, the Market Value of
a share of Common Stock on any date shall be equal to (i) the closing bid price
per share as published by a national securities exchange on which shares of
Common Stock (or other units of the security) are traded (an "Exchange") on such
date or, if there is no bid for Common Stock on such date, the bid price on such
exchange at the close of trading on the next earlier date or, (ii) if shares of
Common Stock are not listed on a national securities exchange on such date, the
closing bid price per share as published on the National Association of
Securities Dealers Automatic Quotation System ("NASDAQ") National Market System
if the shares are quoted on such system on such date, or (iii) the closing bid
price in the over-the-counter market at the close of trading on such date if the
shares are not traded on an exchange or listed on the NASDAQ National Market
System, or (iv) if the Common Stock is not traded on a national securities
exchange or in the over-the-counter market, the fair market value of a share of
Common Stock on such date as determined in good faith by the Board of Directors.
If the holder disagrees with the determination of the Market Value of any
securities of the Company determined by the Board of Directors under
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Section 1(d)(iv) the Market Value of such securities shall be determined by an
independent appraiser acceptable to the Company and the holder (or, if they
cannot agree on such an appraiser, by an independent appraiser selected by each
of them, and Market Value shall be the median of the appraisals made by such
appraisers). If there is one appraiser, the cost of the appraisal shall be
shared equally between the Company and the holder. If there are two appraisers,
each of the Company and the holder shall pay for its own appraisal.
II. Transfer or Assignment of Warrant.
(a) Any assignment or transfer of this Warrant shall
be made by surrender of this Warrant at the offices of the Company or at such
other address as the Company may designate in writing to the registered holder
hereof with the Assignment Form annexed hereto duly executed and accompanied by
payment of any requisite transfer taxes, and the Company shall, without charge,
execute and deliver a new Warrant of like tenor in the name of the assignee for
the portion so assigned in case of only a partial assignment, with a new Warrant
of like tenor to the assignor for the balance of the Warrant Shares purchasable.
(b) Prior to any assignment or transfer of this
Warrant, the holder thereof shall deliver an opinion of counsel to the Company
to the effect that the proposed transfer may be effected without registration
under the Act.
III. Adjustment of Warrant Price and Warrant Shares --
Anti-Dilution Provisions.
A. (1) Except as hereinafter provided, in
case the Company shall at any time after the date
hereof issue any shares of Common Stock (including
shares held in the Company's treasury) without
consideration, then, and thereafter successively upon
each issuance, the Warrant Price in effect
immediately prior to each such issuance shall
forthwith be reduced to a price determined by
multiplying the Warrant Price in effect immediately
prior to such issuance by a fraction:
(a) the numerator of which shall
be the total number of shares
of Common Stock outstanding
immediately prior to such
issuance, and
(b) the denominator of which shall
be the total number of shares
of Common Stock outstanding
immediately after such
issuance.
For the purposes of any computation to be made in accordance
with the provisions of this clause (1), the following provisions shall be
applicable:
(i) Shares of Common Stock
issuable by way of
dividend or other
distribution on any
stock of the Company
shall be deemed to
have been issued and
to be outstanding at
the close of
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business on the record
date fixed for the
determination of
stockholders entitled
to receive such
dividend or other
distribution and shall
be deemed to have been
issued without
consideration. Shares
of Common Stock issued
otherwise than as a
dividend, shall be
deemed to have been
issued and to be
outstanding at the
close of business on
the date of issue.
(ii) The number of shares
of Common Stock at any
time outstanding shall
not include any shares
then owned or held by
or for the account of
the Company.
(2) In case the Company shall at any
time subdivide or combine the outstanding
shares of Common Stock, the Warrant Price
shall forthwith be proportionately decreased
in the case of the subdivision or
proportionately increased in the case of
combination to the nearest one cent. Any
such adjustment shall become effective at
the close of business on the date that such
subdivision or combination shall become
effective.
B. In the event that the number of outstanding shares
of Common Stock is increased by a stock dividend payable in
shares of Common Stock or by a subdivision of the outstanding
shares of Common Stock, which may include a stock split, then
from and after the time at which the adjusted Warrant Price
becomes effective pursuant to the foregoing Subsection A of
this Section by reason of such dividend or subdivision, the
number of shares issuable upon the exercise of this Warrant
shall be increased in proportion to such increase in
outstanding shares. In the event that the number of
outstanding shares of Common Stock is decreased by a
combination of the outstanding shares of Common Stock, then,
from and after the time at which the adjusted Warrant Price
becomes effective pursuant to such Subsection A of this
Section by reason of such combination, the number of shares
issuable upon the exercise of this Warrant shall be decreased
in proportion to such decrease in outstanding shares.
C. In the event of an adjustment of the Warrant
Price, the number of shares of Common Stock (or reclassified
stock) issuable upon exercise of this Warrant after such
adjustment shall be equal to the number determined by
dividing:
(1) an amount equal to the product of
(i) the number of shares of Common
Stock issuable upon exercise of this
Warrant immediately prior to such
adjustment, and (ii) the Warrant
Price immediately prior to such
adjustment, by
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(2) the Warrant Price immediately after
such adjustment.
D. In the case of any reorganization or
reclassification of the outstanding shares of Common Stock
(other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a
subdivision or combination) or in the case of any
consolidation of the Company with, or merger of the Company
with, another corporation, or in the case of any sale, lease
or conveyance of all, or substantially all, of the property,
assets, business and goodwill of the Company as an entity, the
holder of this Warrant shall thereafter have the right upon
exercise to purchase the kind and amount of shares of stock
and other securities and property receivable upon such
reorganization, reclassification, consolidation, merger or
sale by a holder of the number of shares of Common Stock which
the holder of this Warrant would have received had all Warrant
Shares issuable upon exercise of this Warrant been issued
immediately prior to such reorganization, reclassification,
consolidation, merger or sale, at a price equal to the Warrant
Price then in effect pertaining to this Warrant (the kind,
amount and price of such stock and other securities to be
subject to adjustment as herein provided).
E. In case the Company shall, at any time prior to
the expiration of this Warrant and prior to the exercise
thereof, dissolve, liquidate or wind up its affairs, the
Warrantholder shall be entitled, upon the exercise thereof, to
receive, in lieu of the Warrant Shares of the Company which it
would have been entitled to receive, the same kind and amount
of assets as would have been issued, distributed or paid to it
upon such Warrant Shares of the Company, had it been the
holder of record of shares of Common Stock receivable upon the
exercise of this Warrant on the record date for the
determination of those entitled to receive any such
liquidating distribution. After any such dissolution,
liquidation or winding up which shall result in any
distribution in excess of the Warrant Price provided for by
this Warrant, the Warrantholder may at its option exercise the
same without making payment of the aggregate Warrant Price and
in such case the Company shall upon the distribution to said
Warrantholder consider that the aggregate Warrant Price has
been paid in full to it and in making settlement to said
Warrantholder, shall deduct from the amount payable to such
Warrantholder an amount equal to the aggregate Warrant Price.
F. In case the Company shall, at any time prior to
the expiration of this Warrant and prior to the exercise
thereof make a distribution of assets (other than cash) or
securities of the Company to its stockholders (the
"Distribution") the Warrantholder shall be entitled, upon the
exercise thereof, to receive, in addition to the Warrant
Shares it is entitled to receive, the same kind and amount of
assets or securities as would have been distributed to it in
the Distribution had it been the holder of record of shares of
Common Stock receivable upon exercise of this
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Warrant on the record date for determination of those entitled
to receive the Distribution.
G. Irrespective of any adjustments in the number of
Warrant Shares and the Warrant Price or the number or kind of
shares purchasable upon exercise of this Warrant, this Warrant
may continue to express the same price and number and kind of
shares as originally issued.
IV. Officer's Certificate. Whenever the number of Warrant
Shares and the Warrant Price shall be adjusted pursuant to the provisions
hereof, the Company shall forthwith file, at its principal executive office a
statement, signed by the Chairman of the Board, President, or one of the Vice
Presidents of the Company and by its Chief Financial Officer or one of its
Treasurers or Assistant Treasurers, stating the adjusted number of Warrant
Shares and the new Warrant Price calculated to the nearest one hundredth and
setting forth in reasonable detail the method of calculation and the facts
requiring such adjustment and upon which such calculation is based. Each
adjustment shall remain in effect until a subsequent adjustment hereunder is
required. A copy of such statement shall be mailed to the Warrantholder.
V. Charges, Taxes and Expenses. The issuance of certificates
for Warrant Shares upon any exercise of this Warrant shall be made without
charge to the Warrantholder for any tax or other expense in respect to the
issuance of such certificates, all of which taxes and expenses shall be paid by
the Company, and such certificates shall be issued only in the name of the
Warrantholder.
VI. Miscellaneous.
(a) The terms of this Warrant shall be binding upon
and shall inure to the benefit of any successors or assigns of the Company and
of the holder or holders hereof and of the shares of Common Stock issued or
issuable upon the exercise hereof.
(b) No holder of this Warrant, as such, shall be
entitled to vote or receive dividends or be deemed to be a stockholder of the
Company for any purpose, nor shall anything contained in this Warrant be
construed to confer upon the holder of this Warrant, as such, any rights of a
stockholder of the Company or any right to vote, give or withhold consent to any
corporate action, receive notice of meetings, receive dividends or subscription
rights, or otherwise.
(c) Receipt of this Warrant by the holder hereof
shall constitute acceptance of an agreement to the foregoing terms and
conditions.
(d) The Warrant and the performance of the parties
hereunder shall be construed and interpreted in accordance with the laws of the
State of New York and the parties hereunder consent and agree that the State and
Federal Courts which sit in the State of New York and the County of New York
shall have exclusive jurisdiction with respect to all controversies and disputes
arising hereunder.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be
signed by its duly authorized officer and its corporate seal to be affixed
hereto.
Dated: December _____, 1998
ADVANCED VIRAL RESEARCH CORP.
By: /s/ Xxxxxx Xxxxxxxxx, M.D.
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Xxxxxx Xxxxxxxxx, M.D.
President
