Exhibit 4.6


 


Form of Warrant


 


THE
SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE (INCLUDING THE SECURITIES
ISSUABLE UPON THE EXERCISE OF THE WARRANT) ARE SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH IN THE WARRANT AGREEMENT DATED AS OF [          ] BY AND BETWEEN THE COMPANY AND THE
WARRANT AGENT (THE “WARRANT AGREEMENT”).
COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE
COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.


 


	
  SPECIMEN WARRANT CERTIFICATE

   

  
	
  NUMBER

  _______________-

  	
   

  	
  ________WARRANTS 

  
	
  THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.,

  NEW YORK CITY TIME, ON THE EXPIRATION DATE

   

  GRIFFON CORPORATION

  
	
  CUSIP [               ]

  
	
  WARRANT

  



 


THIS
CERTIFIES THAT, for value received _____________________________is the
registered holder of a Warrant or Warrants expiring on [        ] (unless earlier redeemed in
accordance with the terms hereof) (the “Warrant”) to
purchase [          ] (“Security”) of Griffon Corporation, a Delaware corporation
(the “Company”), for each Warrant evidenced
by this Warrant Certificate. Each Warrant entitles the holder thereof to
purchase from the Company, commencing [         
], such number of Securities of the Company at the price of $[          ] per whole Security (the “Warrant Price”), upon surrender of this Warrant Certificate
and payment of the Warrant Price at the office or agency of the Warrant Agent,
[          ] (such payment to be made by
certified or official bank check payable to the Company [or through the
surrender of other securities]), but only subject to the conditions set forth
herein and in the Warrant Agreement between the Company and Warrant Agent.
Capitalized terms used herein but not defined shall have the meaning set forth
in the Warrant Agreement.  In no event will
the Company be required to net cash settle the exercise of this Warrant. The
Warrant Agreement provides that upon the occurrence of certain events the
Warrant Price and the number of Warrant Shares purchasable hereunder, set forth
on the face hereof, may, subject to certain conditions, be adjusted. The term
Warrant Price as used in this Warrant Certificate refers to the price per
Security at which Securities may be purchased at the time the Warrant is
exercised.


 


No
fraction of a Security will be issued upon any exercise of a Warrant. If, by
reason of any adjustment made pursuant to the Warrant Agreement, the holder of
any Warrant would be entitled, upon the exercise of all of such holder’s
Warrants, to receive a fractional interest in a Security, the Company shall,
upon such exercise, round up or down to the nearest whole number the number of
the Securities to be issued to the Warrant holder.


 


Upon
exercise of a Warrant or Warrants evidenced by this Warrant Certificate for
less than the total number of full Securities provided for herein, there shall
be issued to the registered holder hereof or his, her or its assignee a new
Warrant Certificate in lieu of this Warrant Certificate covering the number of
Securities for which this Warrant Certificate has not been exercised.


 


Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent by
the registered holder hereof in person or by attorney duly authorized in
writing, may be exchanged in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for
another Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants.


 


Upon
due presentment for registration of transfer of the Warrant Certificate at the
office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants shall be issued to the transferee in exchange for this Warrant Certificate,
subject to the limitations provided in the Warrant Agreement, without charge
except for any applicable tax or other governmental charge.


 


The
Company and the Warrant Agent may deem and treat the registered holder as the
absolute owner of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, of any distribution to the registered holder, and for all
other purposes, and neither the Company nor the Warrant Agent shall be affected
by any notice to the contrary.


 


This
Warrant does not entitle the Registered Holder to any of the rights of a
Securityholder of the Company.


 


THIS
WARRANT CERTIFICATE AND ALL RIGHTS HEREUNDER AND UNDER THE WARRANT AGREEMENT
SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.


 


 


Dated:


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Chairman
  of the Board/President

  	
   

  	
  Treasurer/Secretary

  



 

















 


SUBSCRIPTION FORM


 


To Be Executed by the Registered Holder in Order to Exercise Warrants


 


The
undersigned registered holder irrevocably elects to exercise _________________
Warrant(s) represented by this Warrant Certificate, and to purchase the
Security issuable upon the exercise of such Warrant(s), and requests that
Certificates for such shares shall be issued in the name of


	
   

  
	
   

   

  
	
   

   

  
	
   

   

  



(PLEASE TYPE OR PRINT NAME AND ADDRESS)


 


	
   

  



(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)


 


and
be delivered to


	
   

  	
   

  



(PLEASE PRINT OR TYPE NAME AND ADDRESS)


 


and,
if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the registered holder
at the address stated below:


 




	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (SIGNATURE)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ADDRESS)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (TAX
  IDENTIFICATION NUMBER)

  






 

















 


ASSIGNMENT


 


To Be Executed by the Registered Holder in Order to Assign Warrants


 


For
Value Received, ____________________________________hereby sells, assigns and
transfers unto


	
   

  
	
   

   

  
	
   

   

  
	
   

   

  



(PLEASE TYPE OR PRINT NAME AND ADDRESS)


 


	
   

  



(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)


 


and
be delivered to




	
   

  






(PLEASE PRINT OR TYPE NAME AND ADDRESS)


 


________________________________
of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitute and appoint ________________________________ Attorney to transfer
said Warrants on the books of the Company, with full power of substitution in
the premises. If such number of Warrants shall not be all the Warrants
evidenced by this Warrant Certificate, the undersigned requests that a new
Warrant Certificate for the balance of such Warrants be registered in the name
of, and delivered to, the registered holder at the address stated below:


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (SIGNATURE)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ADDRESS)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (TAX
  IDENTIFICATION NUMBER)

  



 


THE
SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO
THE NAME WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE
GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE
AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO
STOCK EXCHANGE.