Common use of Exercisability of Warrants Clause in Contracts

Exercisability of Warrants. Each Warrant may be immediately exercised at any time after the Original Issue Date but not after 5:00 p.m., New York time, on October 27, 1999 (the "Expiration Date," which term shall also mean the latest time and date at which the Warrants may be exercised). From and after the Expiration Date, each Warrant not theretofore exercised shall be void and of no effect, and all rights thereunder, and all rights in respect thereof under this Agreement, shall thereupon cease. The Company has secured the effective registration of the shares of Common Stock issuable upon exercise of the Warrants under the Securities Act of 1933, as amended (the "Securities Act"), and has registered or qualified such shares under applicable state securities laws, as requested by the Representative. The Company agrees to use reasonable good faith efforts to maintain such registration and/or qualification in effect and to keep available for delivery upon the exercise of Warrants a prospectus that meets the requirements of section 10 of the Securities Act, until the earlier of the date by which all of the Warrants are exercised or the Expiration Date; provided, however, that the Company shall have no obligation to maintain the effectiveness of such registration or qualification or to keep available a prospectus, as aforesaid, at any time at which such registration or qualification or the delivery of such prospectus is not then required; and provided further, that in the event, by amendment to the Securities Act or otherwise, some other or different requirement shall be imposed by act of Congress of the United States which shall relate to the issuance of Common Stock upon exercise of the Warrants, the Company shall use reasonable good faith efforts to comply with such requirement so long as the same shall not be substantially more burdensome to the Company than the registration requirements under the Securities Act.

Exercisability of Warrants. (a) Each Warrant may be immediately exercised at any time after the Original Issue Date but not after Commencement Date, provided that, at such time, such other action as may be required by Federal or state law relating to the issuance or distribution of securities shall have been taken, until 5:00 p.m., New York City time, on October 27, 1999 the third anniversary of the Commencement Date (the "Expiration Date," which term shall also mean the latest time and date at which Exercise Deadline") unless extended as provided herein. If the Warrants may are not exercisable on the Commencement Date by reason of any action required by Federal or state law, the Exercise Deadline shall be exercised)extended for such period of time as shall be necessary to permit the Warrants to be exercisable for a full three year period. From and after After the Expiration DateExercise Deadline, each Warrant not theretofore exercised shall any unexercised Warrants will be void and of no effect, and all rights thereunder, and all rights in respect thereof under this Agreement, of Holders shall thereupon cease. The Each Warrant Certificate shall have the Exercise Deadline imprinted on its face. Subject to Section 2.3 hereof, the Company has secured the effective registration of the shares of Common Stock issuable upon exercise of the Warrants under the Securities Act of 1933, as amended (the "Securities Act"), and has registered or qualified such shares under applicable state securities laws, as requested by the Representative. The Company agrees to shall use reasonable good faith efforts to maintain such registration and/or qualification in effect and to keep available for delivery upon the exercise of Warrants a prospectus that meets the requirements of section Section 10 of the Securities Act of 1933, as amended (the "Securities Act"), until the earlier of the date by which all of the Warrants are exercised or the Expiration Date; providedExercise Deadline, however, that unless the Company shall have no obligation to maintain determines that, by virtue of an amendment of the Securities Act or otherwise, the effectiveness of such registration or qualification or to keep available a prospectus, as aforesaid, at any time at which such registration or qualification or the delivery of such prospectus is not then requiredrequired at the time Warrant Shares are to be issued. (b) In the event that, in the reasonable, good faith judgment of the Company, it is advisable to suspend use of the prospectus described in this Section 2.2, due to any request by the SEC or any other Federal or state governmental authority for amendments or supplements to a registration statement or related prospectus or for additional information; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a registration statement or the initiation or threat of any proceedings for that purpose; (iii) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock for sale in any jurisdiction or the initiation or threat of any proceeding for such purpose; (iv) the existence of any fact or the happening of any event which makes any statement of a material fact in such registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes in the registration statement or prospectus in order that, in the case of the registration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and provided further, that in the eventcase of the prospectus, by it will not contain any untrue statement of a material fact or omit to state any material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (v) the Company's determination that a post-effective amendment to a registration statement would be appropriate; or (vi) pending material corporate developments or similar material events that have not yet been publicly disclosed and as to which the Securities Act or otherwise, some other or different requirement shall Company believes public disclosure will be imposed by act of Congress of the United States which shall relate prejudicial to the issuance of Common Stock upon exercise of the WarrantsCompany, the Company shall use reasonable good faith efforts give written notice to comply with such requirement so long as the same shall Warrant Agent to the effect of the foregoing and to the effect that the Warrants may not be substantially exercised during such time period (the "Blackout Period"). In the event that a Holder seeks to exercise a Warrant during the Blackout Period, the Warrant Agent will notify the Holder, in accordance with Section 6.15 hereof, that a Blackout Period is in effect. In no event shall the Company call more burdensome than two (2) sixty (60) day Blackout Periods in any calendar year, nor may it call a Blackout Period sixty (60) days prior to the Exercise Deadline. If the Company exercises its right to call one or more Blackout Periods in accordance with this Section 2.2(b), the Exercise Deadline shall be extended for a period of time equal to the aggregate number of days in all such Blackout Periods so that the Warrants shall be exercisable for a full three year period. (c) If the Exercise Deadline shall be extended pursuant to Section 2.2(a) or (b) above, notice of such extension shall be provided to the Holders not later than 15 days prior to the registration requirements under Exercise Deadline appearing on the Securities Actface of the Warrants.