Common use of Exercise; Restrictions on Exercise Clause in Contracts

Exercise; Restrictions on Exercise. At any time after ------------ ---------------------------------- one year after the Closing Date and on or before the Expiration Date, any outstanding Warrants may be exercised on any Business Day; provided that the Warrant Registration Statement is, at the time of exercise, effective and available for the exercise of the Warrants or the exercise of such Warrants is exempt from the registration requirements of the Securities Act; provided further that, to the extent required by the managing underwriter of the Initial Public Offering, no Warrants may be exercised or transferred during the period from the date of the final prospectus for such Initial Public Offering until the date that is 180-days after such date. Any Warrants not exercised by 5:00 p.m., New York City time, on the Expiration Date shall expire and all rights of the Holders of such Warrants shall terminate. Additionally, pursuant to Section 4.1(j)(ii) hereof, the Warrants shall expire and all rights of the Holders of such Warrants shall terminate in the event the Company merges or consolidates with or sells all or substantially all of its property and assets to a Person (other than an Affiliate of the Company) if the consideration payable to holders of Common Stock in exchange for their Common Stock in connection with such merger, consolidation or sale consists solely of cash or in the event of the dissolution, liquidation or winding up of the Company.

Exercise; Restrictions on Exercise. At any time after ------------ ---------------------------------- beginning one year after the Closing Date and prior to 5:00 p.m. (New York City time) on or before the Expiration Date, any outstanding Warrants may be exercised on any Business Day; provided that Holders of Warrants will be able to exercise their Warrants only if a registration statement relating to the Warrant Registration Statement is, at the time of exercise, effective and available for the Common Shares (or other securities) issuable upon exercise of the Warrants is then effective and available, or the exercise of such Warrants is exempt from the registration requirements of the Securities Act; provided further that, to the extent required as reasonably determined by the managing underwriter Company based on advice from its counsel, and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the Initial Public Offering, no Warrants may be exercised states or transferred during the period from the date of the final prospectus for other jurisdictions in which such Initial Public Offering until the date that is 180-days after such dateHolders reside. Any Warrants not exercised by 5:00 p.m., New York City time, on the Expiration Date shall expire and all rights of the Holders of such Warrants shall terminate. Additionally, pursuant to Section 4.1(j)(ii) hereof, the Warrants shall expire and all rights of the Holders of such Warrants shall terminate in the event the Company merges or consolidates with or sells all or substantially all of its property and assets to a Person (other than an Affiliate of the Company) if the consideration payable to holders of Common Stock in exchange for their Common Stock in connection with such merger, consolidation or sale consists solely of cash or in the event of the dissolution, liquidation or winding up of the Company.

Exercise; Restrictions on Exercise. At any time after ------------ the ----------- ---------------------------------- one year after the Closing Date and on or before the Expiration Date, any outstanding Warrants may be exercised on any Business Day; provided that the Warrants will be exercisable in connection with the initial public offering of equity securities (other than nonconvertible preferred shares or an offering registered solely on Form S-4 or S-8 or any successor form thereto) of the Company if the Holders are entitled to include their Common Shares in such offering and provided further that the Warrant Registration Statement is, at the time of exercise, effective and available for the exercise of the Warrants or the exercise of such Warrants is exempt from the registration requirements of the Securities Act; provided further that, to the extent required by the managing underwriter of the Initial Public Offering, no Warrants may be exercised or transferred during the period from the date of the final prospectus for such Initial Public Offering until the date that is 180-days after such date. Any Warrants not exercised by 5:00 p.m., New York City time, on the Expiration Date shall expire and all rights of the Holders of such Warrants shall terminate. Additionally, pursuant to Section 4.1(j)(ii4.1(f)(ii) hereof, the Warrants shall expire and all rights of the Holders of such Warrants shall terminate in the event the Company merges or consolidates with or sells all or substantially all of its property and assets to a Person (other than an Affiliate of the Company) if the consideration payable to holders of Common Stock in exchange for their Common Stock in connection with such merger, consolidation or sale consists solely of cash or in the event of the dissolution, liquidation or winding up of the Company.