Exhibit 4.6
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WARRANT A August 27, 1996
BENTLEY PHARMACEUTICALS, INC.
The Transferability of this Warrant is
Restricted as Provided in Article 3
In consideration of $.001 per Warrant and other good and valuable
consideration, the receipt of which is hereby acknowledged by BENTLEY
PHARMACEUTICALS, INC., One Urban Centre, Xxxxx 000, 0000 Xxxx Xxxxxxx Xxxxxxxxx,
Xxxxx, Xxxxxxx 00000, a Florida corporation ("the Company"), Xxxxxx Xxxxx is
hereby granted the right to purchase, at the initial exercise price of $2.50 per
share, at any time until 5:00 P.M., New York time, on August 27, 2001, 50,000
(fifty thousand) shares of the Company's Common Stock, $.02 par value per share
("Shares").
This Warrant initially is exercisable at a price of $2.50 per Share payable
in cash or by certified or official bank check in New York Clearing House funds,
subject to adjustment as provided in Article 6 hereof. Upon surrender of this
Warrant, with the annexed Subscription Form duly executed, together with payment
of the Purchase Price (as hereinafter defined) for the Shares purchased, at the
offices of the Company, the registered holder of this Warrant ("Holder" or
"Holders") shall be entitled to receive a certificate or certificates for the
Shares so purchased.
1. Exercise of Warrant.
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The purchase rights represented by this Warrant are
exercisable at the option of the Holder hereof, in whole or in part (but not as
to fractional Shares underlying this Warrant), during any period in which this
Warrant may be exercised as set forth above. In the case of the purchase of less
than all the Shares purchasable under this Warrant, the Company shall cancel
this Warrant upon the surrender hereof and shall execute and deliver a new
Warrant of like tenor for the balance of the Shares purchasable hereunder.
2. Issuance of Certificates.
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Upon the exercise of this Warrant, the issuance of certificates for Shares
underlying this Warrant shall be made forthwith (and in any event within five
business days thereafter) without charge to the Holder hereof including, without
limitation, any tax which may be payable in respect of the issuance thereof, and
such certificates shall (subject to the provisions of Articles 3 hereof) be
issued in the name of, or in such names as may be directed by, the Holder
hereof; provided, however, that the Company shall not be required to pay any tax
which may be payable in respect of any transfer involved in the issuance and
delivery of any such certificates in a name other than that of the Holder and
the Company shall not be required to issue or deliver such certificates unless
or until the person or persons requesting the issuance thereof shall have paid
to the Company the amount of such tax or shall have established to the
satisfaction of the Company
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that such tax has been paid. The certificates representing the Shares underlying
this Warrant shall be executed on behalf of the Company by the manual or
facsimile signature of one of the present or any future Chairman or President of
the Company and any present or future Vice President or Secretary of the
Company.
3. Restriction on Transfer of Warrant.
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The Holder of this Warrant, by its acceptance hereof, covenants and agrees
that this Warrant is being acquired as an investment and not with a view to the
distribution hereof, and that it may not be exercised, sold, transferred,
assigned, hypothecated or otherwise disposed of, in whole or in part unless in
the opinion of counsel concurred in by the Company's counsel such transfer is in
compliance with all applicable securities laws.
4. Price.
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4.1 Initial and Adjusted Purchase Price. The initial purchase price shall
be $2.50 per Share. The adjusted purchase price shall be the price which shall
result from time to time from any and all adjustments of the initial purchase
price in accordance with the provisions of Article 5 hereof.
4.2 Purchase Price. The term "Purchase Price" herein shall mean the initial
purchase price or the adjusted purchase price, depending upon the context.
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5. Adjustments of Purchase Price and Number of Shares.
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5.1 Subdivision and Combination. In case the Company shall at any time
subdivide or combine the outstanding Shares, the Purchase Price shall forthwith
be proportionately decreased in the case of subdivision or increased in the case
of combination.
5.2 Adjustment in Number of Shares. Upon each adjustment of the Purchase
Price pursuant to the provisions of this Article 5, the number of Shares
issuable upon the exercise of this Warrant shall be adjusted to the nearest full
Share by multiplying a number equal to the Purchase Price in effect immediately
prior to such adjustment by the number of Shares issuable upon exercise of this
Warrant immediately prior to such adjustment and dividing the product so
obtained by the adjusted Purchase Price.
5.3 Reclassification, Consolidation, Merger, etc. In case of any
reclassification or change of the outstanding Shares (other than a change in 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 into, another corporation (other than a
consolidation or merger in which the Company is the surviving corporation and
which does not result in any reclassification or change of the outstanding
Shares, except a change as a result of a subdivision or combination of such
shares or a change in par value, as aforesaid), or in the case of a sale or
conveyance to another corporation of the property of the Company as an entirety,
the Holder of this
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Warrant shall thereafter have the right to purchase upon the exercise of this
Warrant the kind and number of shares of stock and other securities and property
receivable upon such reclassification, change, consolidation, merger, sale or
conveyance as if the Holder were the owner of the Shares underlying this Warrant
immediately prior to any such events at the Purchase Price in effect immediately
prior to the record date for such reclassification, change, consolidation,
merger, sale or conveyance as if such Holder had exercised this Warrant.
6. Registration Rights.
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The Company hereby agrees, for one time only, to include the Shares in any
one Registration Statement (other than a Registration Statement on Form S-4 or
S-8 or similar or successor forms) filed by the Company with the Securities and
Exchange Commission between the date hereof and the expiration date of this
Warrant. The Company shall pay all filing fees, related accountants' and
counsels' fees and all other registration expenses incurred by the Company in
complying with this Section 6; provided, however, that all underwriting
discounts and selling commissions applicable to the Shares shall be borne by the
seller or sellers thereof.
7. Exchange and Replacement of Warrant.
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This Warrant is exchangeable without expense, upon the
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surrender hereof by the registered Holder at the principal executive office of
the Company for a new Warrant of like tenor and date representing in the
aggregate the right to purchase the same number of Shares as are purchasable
hereunder in such denominations as shall be designated by the Holder hereof at
the time of such surrender.
Upon receipt by the 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 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, in lieu of this
Warrant.
8. Elimination of Fractional Interests.
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The Company shall not be required to issue certificates representing
fractions of Shares on the exercise of this Warrant, nor shall it be required to
issue scrip or pay cash in lieu of fractional interests, it being the intent of
the parties that all fractional interests shall be eliminated pursuant to
Section 5.2.
9. Reservation and Listing of Securities.
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The Company shall at all times reserve and keep available out
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of its authorized Shares, solely for the purpose of issuance upon the exercise
of this Warrant, such number of Shares as shall be issuable upon the exercise
hereof and thereof. The Company covenants and agrees that, upon exercise of this
Warrant and payment of the Purchase Price therefor, all Shares issuable upon
such exercise shall be duly and validly issued, fully paid and non- assessable.
As long as this Warrant shall be outstanding, the Company shall use its
reasonable best efforts to cause all Shares issuable upon the exercise of this
Warrant to be listed (subject to official notice of issuance) on all securities
exchanges on which the Shares of the Company's Common Stock may then be listed
and/or quoted on NASDAQ.
10. Notices.
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All notices, requests, consents and other communications hereunder shall be
in writing and shall be deemed to have been duly given when delivered, or mailed
by registered or certified mail, return receipt requested:
(a) If to the registered Holder of this Warrant, to the address of such
Holder as shown on the books of the Company; or
(b) If to the Company, to the address set forth on the first page of this
Warrant or to such other address as the Company may designate by notice to
the Holders.
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11. Successors.
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All the covenants, agreements, representations and warranties contained in
this Warrant shall bind the parties hereto and their respective heirs,
executors, administrators, distributees, successors and assigns.
12. Headings.
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The Article and Section headings in this Warrant are inserted for purposes
of convenience only and shall have no substantive effect.
13. Law Governing.
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This Warrant shall be construed and enforced in accordance with, and
governed by, the laws of the State of Florida.
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WITNESS the seal of the Company and the signature of its duly authorized
officers.
BENTLEY PHARMACEUTICALS, INC.
[SEAL]
By /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
President & CEO
Attest:
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Secretary
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SUBSCRIPTION FORM
(To be Executed by the Registered Holder
in order to Exercise the Warrant)
The undersigned hereby irrevocably elects to exercise the right to purchase
____________ Shares by this Warrant according to the conditions hereof and
herewith makes payment of the Purchase Price of such Shares in full.
____________________________
Signature
____________________________
Address
Dated:_________________, 19___. _______________________
Social Security No. or
Taxpayer's I. D. No.
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