EXHIBIT 4.27
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.
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 February 28,
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 $.33 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, 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 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.
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.
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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. 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. 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 16, 2000
ADVANCED VIRAL RESEARCH CORP.
BY: /s/ Shalom Hirschman, M.D.
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Shalom Hirschman, M.D.
President