EXHIBIT 4.25
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, Harbor View Group,
Inc., 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 February 28, 2005, 1,750,000 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 $.26 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:
1. Exercise of Warrant.
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(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), 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) 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.
2. Transfer or Assignment of Warrant.
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(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.
3. Adjustment of Warrant Price and Warrant Shares -- Anti-Dilution
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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 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
(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 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.
4. Officer's Certificate.
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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.
5. Charges, Taxes and Expenses.
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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.
6. Miscellaneous.
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(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.
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: February 7, 2000
ADVANCED VIRAL RESEARCH CORP.
BY: /s/ Shalom Hirschman, M.D.
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Shalom Hirschman, M.D.
President