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EXHIBIT 4.31
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, [NAME OF PURCHASER], 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
November 8, 2005, _______ 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 $0.56 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
acceptable to the Company, or any combination of the foregoing), the registered
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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) 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.
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, if reasonably requested by the Company, 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.
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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
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.
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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
(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 hereof, 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
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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 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 of a cent 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
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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.
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: November ___, 2000
ADVANCED VIRAL RESEARCH CORP.
BY:
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Shalom Hirschman, M.D.
President
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