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Exhibit 4.2
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON
ITS
EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON
TRANSFER SET FORTH IN SECTION
5
OF THIS WARRANT
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Warrant
No.
[*]
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Number
of Shares:
[*]
(subject
to adjustment)
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Date
of Issuance: June 2, 2008
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Arno Therapeutics, Inc.
Common Stock Purchase Warrant
(Void after June 2, 2013)
Arno
Therapeutics, Inc., a Delaware corporation (the “
Company ”),
for value received, hereby certifies that
NAME ,
or its registered assigns (the “
Registered Holder ”),
is entitled, subject to the terms and conditions set forth below,
to purchase from the Company, at any time or from time to time on
or after June 2, 2008 and on or before 5:00 p.m. (Eastern time) on
June 2, 2013 (the “
Exercise Period ”),
[*] shares
of common stock, $0.001 par value per share, of the Company
(“
Common Stock ”),
at a purchase price of
Two Dollars and Forty Two Cents (
$2.42 )
per share. The shares purchasable upon exercise of this Warrant,
and the purchase price per share, each as adjusted from time to
time pursuant to the provisions of this Warrant, are hereinafter
referred to as the “
Warrant Shares ”
and the “
Purchase Price ,”
respectively. This Warrant is one of a series of Warrants issued by
the Company, all with the same Original Issue Date and of like
tenor, except as to the number of Warrant Shares subject thereto
(the “
Company Warrants ”).
1.
Exercise .
(a)
Exercise .
The Registered Holder may, at its option, elect to exercise this
Warrant, in whole or in part and at any time or from time to time
during the Exercise Period, by surrendering this Warrant, with the
purchase form appended hereto as
Exhibit I duly
executed by or on behalf of the Registered Holder, at the principal
office of the Company, or at such other office or agency as the
Company may designate, accompanied by payment in full, in lawful
money of the United States, of the Purchase Price payable in
respect of the number of Warrant Shares purchased upon such
exercise. A facsimile signature of the Registered Holder on the
purchase form shall be sufficient for purposes of exercising this
Warrant, provided that the Company receives the Registered
Holder’s original signature with three (3) business days
thereafter.
(b)
Exercise Date .
Each exercise of this Warrant shall be deemed to have been effected
immediately prior to the close of business on the day on which this
Warrant shall have been surrendered to the Company as provided in
subsection 1(a)
(the
“
Exercise Date ”).
At such time, the person or persons in whose name or names any
certificates for Warrant Shares shall be issuable upon such
exercise as provided in subsection 1(c)
below
shall be deemed to have become the holder or holders of record of
the Warrant Shares represented by such certificates.
(c)
Issuance of Certificates .
As soon as practicable after the exercise of this Warrant in whole
or in part, and in any event within 10 days thereafter, the
Company, at its expense, will cause to be issued in the name of,
and delivered to, the Registered Holder, or as the Registered
Holder (upon payment by the Registered Holder of any applicable
transfer taxes) may direct:
(i)
a
certificate or certificates for the number of full Warrant
Shares to which the Registered Holder shall be entitled upon
such exercise plus, in lieu of any fractional share to which
the Registered Holder would otherwise be entitled, cash in an
amount determined pursuant to Section 3
hereof;
and
(ii)
in
case such exercise is in part only, a new warrant or warrants
(dated the date hereof) of like tenor, calling in the
aggregate on the face or faces thereof for the number of
Warrant Shares equal (without giving effect to any adjustment
therein) to the number of such shares called for on the face
of this Warrant minus the number of Warrant Shares for which
this Warrant was so exercised.
2.
Adjustments .
(a)
Adjustment for Stock Splits and Combinations
. If the Company shall at any time or from time to time after the
date on which this Warrant was first issued (or, if this Warrant
was issued upon partial exercise of, or in replacement of, another
warrant of like tenor, then the date on which such original warrant
was first issued) (the “
Original Issue Date ”)
effect a subdivision of the outstanding Common Stock, the Purchase
Price then in effect immediately before that subdivision shall be
proportionately decreased and the number of shares of Common Stock
issuable upon exercise of this Warrant shall be increased in
proportion to the increase in shares of Common Stock outstanding.
If the Company shall at any time or from time to time after the
Original Issue Date combine the outstanding shares of Common Stock,
the Purchase Price then in effect immediately before the
combination shall be proportionately increased and the number of
shares of Common Stock issuable upon exercise of this Warrant shall
be decreased in proportion to the decrease in shares of Common
Stock outstanding. Any adjustment under this paragraph shall become
effective at the close of business on the date the subdivision or
combination becomes effective.
(b)
Adjustment for Certain Dividends and Distributions
.
In the event the Company at any time, or from time to time after
the Original Issue Date shall make or issue, or fix a record date
for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable in additional
shares of Common Stock, then and in each such event the Purchase
Price then in effect immediately before such event shall be
decreased as of the time of such issuance or, in the event such a
record date shall have been fixed, as of the close of business on
such record date, by multiplying the Purchase Price then in effect
by a fraction:
(1)
the
numerator of which shall be the total number of shares of
Common Stock issued and outstanding immediately prior to the
time of such issuance or the close of business on such record
date, and
(2)
the
denominator of which shall be the total number of shares of
Common Stock issued and outstanding immediately prior to the
time of such issuance or the close of business on such record
date plus the number of shares of Common Stock issuable in
payment of such dividend or distribution;
provided ,
however ,
that if such record date shall have been fixed and such dividend is
not fully paid or if such distribution is not fully made on the
date fixed therefor, the Purchase Price shall be recomputed
accordingly as of the close of business on such record date and
thereafter the Purchase Price shall be adjusted pursuant to this
paragraph as of the time of actual payment of such dividends or
distributions.
(c)
Adjustments for Other Dividends and Distributions
.
In the event the Company at any time or from time to time after the
Original Issue Date shall make or issue, or fix a record date for
the determination of holders of Common Stock entitled to receive, a
dividend or other distribution payable in securities of the Company
(other than shares of Common Stock) or in cash or other property
(other than regular cash dividends paid out of earnings or earned
surplus, determined in accordance with generally accepted
accounting principles), then and in each such event provision shall
be made so that the Registered Holder shall receive upon exercise
hereof, in addition to the number of shares of Common Stock
issuable hereunder, the kind and amount of securities of the
Company, cash or other property which the Registered Holder would
have been entitled to receive had this Warrant been exercised on
the date of such event and had the Registered Holder thereafter,
during the period from the date of such event to and including the
Exercise Date, retained any such securities receivable during such
period, giving application to all adjustments called for during
such period under this Section 2
with
respect to the rights of the Registered Holder.
(d)
Adjustment for Reorganization .
If there shall occur any reorganization, recapitalization,
reclassification, consolidation or merger involving the Company in
which the Common Stock is converted into or exchanged for
securities, cash or other property (other than a transaction
covered by subsections 2(a)
,
2(b)
or2(c))
(collectively,
a “
Reorganization ”),
then, following such Reorganization, the Registered Holder shall
receive upon exercise hereof the kind and amount of securities,
cash or other property which the Registered Holder would have been
entitled to receive pursuant to such Reorganization if such
exercise had taken place immediately prior to such Reorganization.
Notwithstanding the foregoing sentence, if (x) there shall
occur any Reorganization in which the Common Stock is converted
into or exchanged for anything other than solely equity securities,
and (y) the common stock of the acquiring or surviving company
is publicly traded, then, as part of such Reorganization,
(i) the Registered Holder shall have the right thereafter to
receive upon the exercise hereof such number of shares of common
stock of the acquiring or surviving company as is determined by
multiplying (A) the number of shares of Common Stock subject
to this Warrant immediately prior to such Reorganization by
(B) a fraction, the numerator of which is the Fair Market
Value (as defined below) per share of Common Stock as of the
effective date of such Reorganization, and the denominator of which
is the fair market value per share of common stock of the acquiring
or surviving company as of the effective date of such transaction,
as determined in good faith by the Board (using the principles set
forth in subsections 2(d)(i) and 2(d)(ii) to the extent
applicable), and (ii) the exercise price per share of common
stock of the acquiring or surviving company shall be the Purchase
Price divided by the fraction referred to in clause (B) above.
In any such case, appropriate adjustment (as determined in good
faith by the Board) shall be made in the application of the
provisions set forth herein with respect to the rights and
interests thereafter of the Registered Holder, to the end that the
provisions set forth in this Section 2
(including
provisions with respect to changes in and other adjustments of the
Purchase Price) shall thereafter be applicable, as nearly as
reasonably may be, in relation to any securities, cash or other
property thereafter deliverable upon the exercise of this Warrant.
The Fair Market Value per share of Common Stock shall be determined
as follows:
(1)
If
the Common Stock is listed on a national securities exchange,
the Nasdaq National Market, the Nasdaq Capital Market
(formerly, the Nasdaq SmallCap Market) the over the counter
bulletin board (the OTCBB) or another nationally recognized
trading system as of the Exercise Date, the Fair Market Value
per share of Common Stock shall be deemed to be the average of
the high and low reported sale prices per share of Common
Stock thereon on the trading day immediately preceding the
Exercise Date (
provided that
if no such price is reported on such day, the Fair Market Value per
share of Common Stock shall be determined pursuant to clause (2)
below).
(2)
If
the Common Stock is not listed on a national securities
exchange, the Nasdaq National Market, the Nasdaq Capital
Market (formerly, the Nasdaq SmallCap Market), the OTCBB or
another nationally recognized trading system as of the
Exercise Date, the Fair Market Value per share of Common Stock
shall be deemed to be the amount most recently determined by
the Board of Directors of the Company (the “
Board ”)
to represent the fair market value per share of the Common Stock
(including without limitation a determination for
purposes
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