Common use of Cashless Exercise of Warrants Clause in Contracts

Cashless Exercise of Warrants. Notwithstanding the provisions of Section 2.1 hereof, if the Fair Market Value is greater than the Purchase Price (at the date of calculation, as set forth below), in lieu of exercising the Warrant as permitted in Section 2.1, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of the Warrants (or the portion thereof being canceled) by surrender of the Warrant Certificate, together with the election to purchase (a form of which is attached to each Warrant Certificate) attached thereto duly executed, to the Company at its office referred to in Section 1.2(b) hereof, in which event the Company shall issue to the Holder that number of Warrant Shares computed using the following formula: CS = WCS x (FMV-PP) where: CS equals the number of Warrant Shares to be issued to the Holder of the Warrant Certificate upon a cashless exercise WCS equals the gross number of Warrant Shares purchasable under the Warrants being exercised (at the date of such calculation, calculated as if the Purchase Price were being paid in cash) FMV equals the Fair Market Value of one share of Common Stock (at the date of such calculation) PP equals the Purchase Price (as adjusted to the date of such calculation). For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the shares of Common Stock issuable upon the exercise of the Warrants in a cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for such shares shall be deemed to have commenced, on the date this Warrant was originally issued.

Cashless Exercise of Warrants. Notwithstanding the provisions of Section 2.1 hereof, if the Fair Market Value is greater than the Purchase Price (at the date of calculation, as set forth below), in lieu of exercising the Warrant as permitted in Section 2.1, the Holder holder of a Warrant Certificate may elect to receive shares of Common Stock equal to the value (as determined below) of the Warrants (or the portion thereof being canceled) by surrender of the Warrant Certificate, together with the election to purchase (a form of which is attached to each Warrant Certificate) attached thereto duly executed, to the Company at its office referred to in Section 1.2(b) hereof, in which event the Company shall issue to the Holder holder of the Warrant Certificate that number of Warrant Shares shares of Common Stock computed using the following formula: CS = WCS x (FMV-PP) where: Where CS equals the number of Warrant Shares shares of Common Stock to be issued to the Holder holder of the Warrant Certificate upon a cashless exercise WCS equals the gross number of Warrant Shares shares of Common Stock purchasable under the Warrants being exercised (at the date of such calculation, calculated as if the Purchase Price were being paid in cash) FMV equals the Fair Market Value of one share of the Common Stock (at the date of such calculation) PP equals the Purchase Price (as adjusted to the date of such calculation). For purposes of Rule 144 promulgated under the Securities Act, it is intended17 C.F.R. § 230.144, understood and acknowledged the parties hereto agree that the shares of Common Stock issuable upon the exercise of the any Warrants in a cashless exercise transaction accordance with this Section 2.2 shall be deemed to have been acquired by be a conversion of such Warrants, pursuant to the Holder, terms of this Agreement and the holding period for such shares shall be deemed to have commencedWarrants, on the date this Warrant was originally issuedinto Common Stock.