Common use of Net Issuance Clause in Contracts

Net Issuance. If, at the time of any exercise of this Warrant, there is no effective registration statement registering, or no current prospectus available for, the issuance or resale of the Shares by the Holder, then, in lieu of payment of the Exercise Price described in Section 2.1, and only in respect of up to one half (1/2) of the Initial Warrant Number of Shares of Common Stock set out under this Warrant, Holder may elect to receive, without the payment by Holder of any additional consideration, Shares equal to the value of the exercised portion of this Warrant by delivery of a Net Issuance Election in the form attached hereto, duly executed, at the principal executive offices of the Company. Thereupon, the Company shall issue to Holder such number of fully paid and nonassessable Shares as is computed using the following formula: where: X = Y (A-B) A X = the number of Shares to be issued to Holder pursuant to this Section 2. Y = the number of Shares being exercised under this Warrant in respect of which the net issuance election is made pursuant to this Section 2. A = the “fair market value” of one Share, as determined in accordance with the provisions of this Section 2. B = the Exercise Price in effect under this Warrant at the time the Net Issuance Election is made pursuant to this Section 2.

Net Issuance. IfNotwithstanding anything to the contrary contained in Section 2(a), if the Holder shall exercise this Warrant (1) during the Registration Period and at a time when a Registration Statement covering the time resale by the Holder of any shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant is not effective or is not available for use by the Holder or (2) an Event of Default shall have occurred and be continuing, then in either such case in the preceding clause (1) or (2) the Holder may elect to exercise this Warrant, in whole or in part, by receiving shares of Common Stock equal to the net issuance value (as determined below) of this Warrant, there is no effective registration statement registeringor any part hereof, or no current prospectus available for, the issuance or resale upon surrender of the Shares subscription form annexed hereto (duly executed by the Holder, then, in lieu of payment of the Exercise Price described in Section 2.1, and only in respect of up to one half (1/2) of the Initial Warrant Number of Shares of Common Stock set out under this Warrant, Holder may elect to receive, without the payment by Holder of any additional consideration, Shares equal to the value of the exercised portion Company (followed by surrender of this Warrant by delivery to the Company within three Trading Days after surrender of a Net Issuance Election such subscription form), in the form attached hereto, duly executed, at the principal executive offices of the Company. Thereupon, which event the Company shall issue to the Holder such a number of fully paid and nonassessable Shares as is shares of Common Stock computed using the following formula: where: X = Y x (A-A - B) ----------- A where, X = the number of Shares shares of Common Stock to be issued to the Holder pursuant to this Section 2. Y = the number of Shares being exercised under shares of Common Stock as to which this Warrant in respect of which the net issuance election is made pursuant to this Section 2. be exercised A = the “fair market value” VWAP of one Share, the Common Stock calculated as determined in accordance with of the provisions last Trading Day immediately preceding the exercise of this Section 2. Warrant B = the Exercise Purchase Price Unless otherwise specified in effect a particular subscription form, each exercise of this Warrant under this Section 2(b) shall be allocated to the remaining shares issuable upon exercise of this Warrant at that have the time the Net Issuance Election is made pursuant to this Section 2earliest Expiration Date.