Common use of Cashless Exercise of Warrants Clause in Contracts

Cashless Exercise of Warrants. (a) Prior to the Expiration Date and (i) at any time during which the Common Shares are quoted on the NASDAQ System (as defined below) or are listed or admitted for trading on any national securities exchange or (ii) after the occurrence of a Qualified Merger (as defined in the Stockholders Agreement), the Warrant Holder may exercise all or a portion of this Warrant through a cashless exercise thereof (each, a "CASHLESS EXERCISE") in accordance with the following procedures. A Cashless Exercise shall be effected by the surrender to the Company at its offices designated in Section 5.04 of the Warrant Certificate, together with the Election to Purchase, attached as Exhibit B hereto, with the portion marked "CASHLESS EXERCISE ELECTION" completed. Upon such Cashless Exercise (such date, the "CASHLESS EXERCISE DATE"), the Company shall issue to the Warrant Holder the number of Common Shares equal to the quotient obtained by dividing (i) the product of (a) the number of Warrant Shares for which this Warrant is being exercised, and (b) the amount, if any, by which the Market Price (as defined below) exceeds the Exercise Price for a Warrant Shares as of the date of such exercise, by (ii) the Market Price. For purposes of this Section 2.05, "MARKET PRICE" shall mean, as of any date, the average last reported sale price per Common Share as reported on the New York Stock Exchange, American Stock Exchange, the Automated Quotation System of the National Association of Securities Dealers, Inc. (the "NASDAQ SYSTEM"), or any other exchange on which the Common Shares or other securities received in a Qualified Merger in exchange for the Common Shares are then traded, over the five-Trading Day period immediately preceding the Cashless Exercise Date. As used herein, the term "TRADING DAYS" means (x) if the Common Shares are quoted on the NASDAQ System or any similar system of automated dissemination of quotations of securities prices, days on which trades may be made on such system, or (y) if the Common Shares are listed or admitted for trading on any national securities exchange, days on which such national securities exchange is open for business.

Cashless Exercise of Warrants. (a) Prior to the Expiration Date and (i) at At any time during which the Common Shares are quoted on the NASDAQ System (as defined below) or are listed or admitted for trading on any national securities exchange or (ii) after the occurrence of a Qualified Merger (as defined in the Stockholders Agreement)Warrant Exercise Term, the Warrant Holder may exercise all may, at its option, exchange this Warrant, in whole or a portion of this Warrant through a cashless exercise thereof in part (each, a "CASHLESS EXERCISE") in accordance with the following procedures. A Cashless Exercise shall be effected by the surrender to the Company at its offices designated in Section 5.04 of the Warrant Certificate, together with the Election to Purchase, attached as Exhibit B hereto, with the portion marked "CASHLESS EXERCISE ELECTION" completed. Upon such Cashless Exercise (such date, the "CASHLESS EXERCISE DATEExchange"), into Warrant Certificate by surrendering this Warrant at the Company shall issue principal office of the Company, accompanied by a notice stating such ▇▇▇▇▇▇'s intent to the Warrant Holder effect such exchange, the number of Common Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, within five (5) days of the date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new warrant of like tenor evidencing the balance of the shares remaining subject to this warrant, shall be issued as of the Exchange Date and delivered to the Holder within three (3) business days following the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of shares (rounded to the next highest integer) equal to (1) the number of shares specified by the Holder in its Notice of Exchange (the "Total Number") less (2) the number of Shares equal to the quotient obtained by dividing (ia) the product of the Total Number and the existing Exercise Price (aas hereinafter defined) the number of Warrant Shares for which this Warrant is being exercised, and by (b) the amount, if any, by which the Market Price (of a share of Common Stock, as defined below) exceeds in the Exercise Price for a Warrant Shares as of next sentence. As used herein, the date of such exercise, by (ii) the phrase "Market Price. For purposes of this Section 2.05, "MARKET PRICE" at any date shall mean, as of any date, be deemed to be the average last reported sale price per Common Share or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the last three trading days, in either case as reported by the principal securities exchange on which the Common Stock is listed or admitted to trading or as reported by NASDAQ or if the Common Stock is not listed or admitted to trading on any national securities exchange or quoted on NASDAQ, the closing bid price on the New York Stock Exchange, American Stock Exchange, the Automated Quotation System of NASDAQ Electronic Bulletin Board or as otherwise furnished by the National Association of Securities Dealers, Inc. (the "NASDAQ SYSTEMNASD")) or similar organization if the NASD is no longer reporting such information or, or any other exchange if no such bid information is reported, as determined in good faith by resolution of the Board of Directors of the Company, based on which the Common Shares or other securities received in a Qualified Merger in exchange best information available to it for the Common Shares are then traded, over the five-Trading Day period two days immediately preceding such issuance or sale and the Cashless Exercise Date. As used herein, the term "TRADING DAYS" means (x) if the Common Shares are quoted on the NASDAQ System day of such issuance or any similar system of automated dissemination of quotations of securities prices, days on which trades may be made on such system, or (y) if the Common Shares are listed or admitted for trading on any national securities exchange, days on which such national securities exchange is open for businesssale.

Cashless Exercise of Warrants. (a) Prior to If, at the Expiration Date time of exercise of any Warrant in accordance with this Indenture, there is no effective Registration Statement under the U.S. Securities Act, or the prospectus contained therein is not available for the offer and (i) at any time during which sale of the Common Shares are quoted on to the NASDAQ System (as defined below) Warrantholder under the U.S Securities Act, then the Warrants may only be exercised, in whole or are listed or admitted for trading on any national securities exchange or (ii) after the occurrence in part, at such time by means of a Qualified Merger (as defined "cashless exercise" in which the Stockholders Agreement), the Warrant Holder may exercise all or a portion of this Warrant through a cashless exercise thereof (each, a "CASHLESS EXERCISE") in accordance with the following procedures. A Cashless Exercise Warrantholder shall be effected by the surrender entitled to the Company at its offices designated in Section 5.04 of the Warrant Certificate, together with the Election to Purchase, attached as Exhibit B hereto, with the portion marked "CASHLESS EXERCISE ELECTION" completed. Upon such Cashless Exercise (such date, the "CASHLESS EXERCISE DATE"), the Company shall issue to the Warrant Holder the receive a number of Common Shares equal to the quotient obtained by dividing [(iA-B) (X)] by (A), where: A = the product last VWAP immediately preceding the time of delivery of the Exercise Form giving rise to the applicable "cashless exercise" (a) to clarify, the "last VWAP" will be the last Current Market Price as calculated over an entire Trading Day such that, in the event that a Warrant is exercised at a time when the Trading Market is open, the prior Trading Day's VWAP shall be used in this calculation); B = the Exercise Price of the Warrant, as adjusted hereunder (if any); and X = the number of Common Shares that would be issuable upon exercise of the Warrant Shares for which this in accordance with the terms of such Warrant is being exercised, and if such exercise were by means of a cash exercise rather than a cashless exercise. (b) If Common Shares are issued pursuant to such a cashless exercise, the amount, if any, by which the Market Price (as defined belowparties acknowledge and agree that in accordance with Section 3(a)(9) exceeds the Exercise Price for a Warrant Shares as of the date U.S. Securities Act, such Common Shares shall take on the registered characteristics of such the Warrants being exercised. The Corporation agrees not to take any position contrary to this Section 3.3(b). (c) Upon receipt of a duly completed Exercise Notice that specifies a cashless exercise, the Warrant Agent will notify the Corporation, which will calculate and provide in writing to the Warrant Agent the number of Common Shares to be allotted to the Warrantholder. (d) Any Warrantholder that holds Warrants registered in the name of CDS and that wishes to exercise such Warrants under this section by (ii) means of a cashless exercise must first withdraw their position from CDS, arrange to have the Market Priceapplicable Warrant certificated and surrender such warrant certificate to the Warrant Agent for exercise by means of a "cashless exercise". For purposes the avoidance of this Section 2.05doubt, a Warrantholder may only exercise his or her warrants by means of "MARKET PRICEcashless exercise" shall meanif there is no effective Registration Statement registering, as of any dateor the prospectus contained therein is not available for, the average last reported sale price per Common Share as reported on the New York Stock Exchange, American Stock Exchange, the Automated Quotation System offer and issuance of the National Association of Securities Dealers, Inc. (the "NASDAQ SYSTEM"), or any other exchange on which the Common Shares to the Warrantholder upon the exercise of his or other securities received in a Qualified Merger in exchange for her Warrants. If there is an effective registration statement under the U.S. Securities Act registering, or the prospectus contained therein is available for, the offer and issuance of the Common Shares are then tradedto the Warrantholder upon the exercise of his or her Warrants, over the five-Trading Day period immediately preceding the Cashless Exercise Datesuch Warrantholder may only exercise his or her Warrants in accordance with Section 3.2. As used hereinFurthermore, the term Warrant Agent shall not be held liable for any exercise carried out by a Warrantholder that should have been carried out by means of a "TRADING DAYScashless exercise" means (x) if the Common Shares are quoted on the NASDAQ System or any similar system of automated dissemination of quotations of securities prices, days on which trades may be made on such system, or (y) if the Common Shares are listed or admitted for trading on any national securities exchange, days on which such national securities exchange is open for businessas described herein.