Common use of Cashless Exercise of Warrants Clause in Contracts

Cashless Exercise of Warrants. If the Merger is consummated, then immediately after the Effective Time of the Merger, (i) Scherer Healthcare shall tender the Current Warrants, the First A▇▇ ▇▇▇▇ants and the Second ABG Warrants to VSI or the Exchange Agent and shall deliver to VSI or the Exchange Agent any letter of transmittal reasonably requested by VSI and (ii) VSI shall, upon receipt of such tender, deliver or cause the Exchange Agent to deliver to Scherer Healthcare a check in an amount equal to the "Excess Amou▇▇" (▇▇ defined herein) multiplied by the number of shares of Marquest Common Stock covered by the First ABG Warrants, Second ABG Warrants and Current Warrants so tendered. For purposes of this Agreement, the term "Excess Amount" shall mean the amount by which the "Purchase Price" (as such term is defined in the Merger Agreement) exceeds seventy-five cents ($.75). Thereafter, Scherer Healthcare shall have no rights with respect to the First ▇▇▇ ▇▇rrants, Second ABG Warrants or Current Warrants other than to receive payment therefor in accordance with this Section 5.

Cashless Exercise of Warrants. If the Merger is consummated, then immediately after the Effective Time of the Merger, (i) Scherer ▇▇▇▇▇▇▇ Healthcare shall tender the Current Warrants, the First A▇▇ ▇▇▇▇ants ABG Warrants and the Second ABG Warrants to VSI or the Exchange Agent and shall deliver to VSI or the Exchange Agent any letter of transmittal reasonably requested by VSI and (ii) VSI shall, upon receipt of such tender, deliver or cause the Exchange Agent to deliver to Scherer ▇▇▇▇▇▇▇ Healthcare a check in an amount equal to the "Excess Amou▇▇Amount" (▇▇ as defined herein) multiplied by the number of shares of Marquest Common Stock covered by the First ABG Warrants, Second ABG Warrants and Current Warrants so tendered. For purposes of this Agreement, the term "Excess Amount" shall mean the amount by which the "Purchase Price" (as such term is defined in the Merger Agreement) exceeds seventy-five cents ($.75). Thereafter, Scherer ▇▇▇▇▇▇▇ Healthcare shall have no rights with respect to the First ▇▇▇ ▇▇rrantsABG Warrants, Second ABG Warrants or Current Warrants other than to receive payment therefor in accordance with this Section 5.