Common use of Payment of the Exercise Price Clause in Contracts

Payment of the Exercise Price. Payment of the Aggregate Exercise Price shall be made, at the option of Holder (in its sole discretion), as expressed in the Exercise Notice, by the following methods: (a) by delivery to the Company of a certified or official bank check payable to the order of the Company or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Aggregate Exercise Price; (b) by instructing the Company to issue Warrant Shares then issuable upon exercise of all or any part of this Warrant on a net basis such that, without payment of any cash consideration or other immediately available funds, the Holder shall surrender this Warrant in exchange for the number of Warrant Shares as is computed using the following formula: X = Y(A-B) A Where: X = the number of Warrant Shares to be issued to the Holder. Y = the total number of Warrant Shares for which the Holder has elected to exercise this Warrant pursuant to Section 1.1. A = the Fair Market Value of one Warrant Share as of the date on which this Warrant is exercised pursuant to Section 1.2. B = the Exercise Price in effect under the Warrant as of the date on which this Warrant is exercised pursuant to Section 1.2. or (c) any combination of the foregoing. In the event of any withholding of Warrant Shares pursuant to clause (b) or (c) where the number of shares of Common Stock whose value is equal to the Aggregate Exercise Price is not a whole number, the Company shall, at its election, either (x) pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or (y) round up to the next whole share. In the case of a dispute as to the determination of the Aggregate Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance with Section 15.6.

Payment of the Exercise Price. Payment of the Aggregate Exercise Price shall be made, at the option of Holder (in its sole discretion), as expressed in the Exercise Notice, by the following methods: (a) The Exercise Price may be paid by the Holder by delivery to the Company (i) of a certified or official bank check payable to the order of the Company or cash, paid by wire transfer of immediately available funds to an a bank account designated in writing specified by the Company, or by certified or bank cashier’s check payable to the Company, (ii) tender of Notes duly endorsed for transfer to the Company or accompanied by appropriate assignment documentation (in the case of a certificated Note) or designated by appropriate instructions to the Trustee for transfer (in the case of a global note) or (iii) a combination of such cash and Notes. If in connection with any exercise of this Warrant the principal amount of Notes tendered in payment of the Exercise Price exceeds the aggregate Exercise Price for the Warrant Shares subject to such exercise of this Warrant, the Company will cause a Note for the amount of such excess to be delivered to the Aggregate Exercise Price; Holder by delivery of a certificated Note (bif the Notes tendered were certificated Notes) or by instructing appropriate designation on a global note (if the Company to issue Notes tendered were part of a global note) within five (5) Business Days after the related Warrant Shares then issuable upon exercise of all or any part of this Warrant on a net basis such that, without payment of any cash consideration or other immediately available funds, the Holder shall surrender this Warrant in exchange for the number of Warrant Shares as is computed using the following formula: X = Y(A-B) A Where: X = the number of Warrant Shares are deemed to be issued to the Holder. Y = the total number of Warrant Shares for which the Holder has elected to exercise this Warrant pursuant to Section 1.1. A = the Fair Market Value 6. (b) For purposes of one Warrant Share as this Section 4, each Note delivered in payment of the Exercise Price shall be deemed to have a value equal to 100% of the principal amount of such Note. The amount, if any, of (i) accrued but unpaid interest on each such Note to and including the date on which this Warrant the Notice of Exercise is exercised delivered to the Company (with respect to an exercise at the option of the Holder pursuant to Section 1.2. B = 1(a)) or the date the Notice of Automatic Exercise is delivered to the Holder (with respect to an exercise pursuant to Section 1(b)) and (ii) if the Company has called such Note for redemption prior to the delivery of such Notice of Exercise or Notice of Automatic Exercise, as the case may be, the applicable premium over the principal amount of such Note, if any, that would be paid to the Holder if such Note delivered to the Company in payment of the Exercise Price in effect under the Warrant as of the date on which this Warrant is exercised was redeemed pursuant to Section 1.2. or (c) any combination of the foregoing. In the event of any withholding of Warrant Shares pursuant to clause (b) or (c) where the number of shares of Common Stock whose value is equal to the Aggregate Exercise Price is not a whole numbersuch redemption call, the Company shall, at its election, either (x) pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or (y) round up to the next whole share. In the case of a dispute as to the determination of the Aggregate Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall promptly issue be paid to the Holder as provided in the number Indenture dated as of Warrant Shares that are not disputed July 3, 2006 between the Company and resolve such dispute in accordance with Section 15.6▇▇▇▇▇ Fargo Bank, N.A., as Trustee, related to the Notes, as amended.

Payment of the Exercise Price. Payment (a) Optionee acknowledges and understands that the provisions of the Option Agreements relating to “deferred delivery exercises” of Options require that the total exercise price for the Exercise Shares (the “Aggregate Exercise Price,” which amount is set forth above opposite the heading “Aggregate Exercise Price shall for Shares”) must be made, at the option of Holder (in its sole discretion), as expressed in the Exercise Notice, paid by Optionee by the following methods: (a) by delivery latter’s surrender to the Company on or before the Exercise Date of a certified or official bank check payable to the order of the Company or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Aggregate Exercise Price; (b) by instructing the Company to issue Warrant Shares then issuable upon exercise of all or any part of this Warrant on a net basis such that, without payment of any cash consideration or other immediately available funds, the Holder shall surrender this Warrant in exchange for the number of Warrant Shares as is computed using the following formula: X = Y(A-B) A Where: X = the number of Warrant Shares to be issued to the Holder. Y = the total number of Warrant Shares for which the Holder has elected to exercise this Warrant pursuant to Section 1.1. A = the Fair Market Value of one Warrant Share as of the date on which this Warrant is exercised pursuant to Section 1.2. B = the Exercise Price in effect under the Warrant as of the date on which this Warrant is exercised pursuant to Section 1.2. or (c) any combination of the foregoing. In the event of any withholding of Warrant Shares pursuant to clause (b) or (c) where the number of shares of Common Stock whose owned by Optionee having a market value is on the Exercise Date, based on the Company Stock Price for such date, equal to the Aggregate Exercise Price. Optionee further acknowledges and understands that the shares of Common Stock thus surrendered by Optionee in payment of the Aggregate Exercise Price (the “Payment Shares”) must be acceptable to the Stock and Compensation Committee of the Company’s Board of Directors (the “Committee”), which may reject any such shares for any valid concern of the Company, including legal and accounting considerations. Optionee also acknowledges and understands that any shares of Common Stock surrendered by Optionee to the Company in payment of the Aggregate Exercise Price may, with the consent of the Committee, be deemed surrendered even though not actually surrendered by Optionee (any such payment, a “Deemed Payment”), provided that in any such case Optionee furnishes to the Company a written statement affirming ownership of such shares, and that the Committee has approved such a Deemed Payment as payment of the Aggregate Exercise Price. By executing and delivering this Notice, Optionee hereby advises the Company that payment by Optionee of the Aggregate Exercise Price of the Options on the Exercise Date will be a Deemed Payment, that is, Optionee will be deemed to have surrendered to the Company on the Exercise Date a number of shares of Common Stock then owned by Optionee (and acceptable to the Company) having a market value on such date, based on the Company Stock Price on such date, equal to the Aggregate Exercise Price is not a whole numberof the Exercise Shares. Because the Company Stock Price changes daily, the Company shall, at its election, either (x) pay a cash adjustment in respect number of such final fraction in an amount equal to such fraction multiplied Payment Shares thus deemed surrendered by Optionee on the Exercise Price or Date will not be finally determinable until the Exercise Date. (yb) round up to As is required under the next whole share. In the case of a dispute as to the determination Option Agreements in connection with any Deemed Payment of the Aggregate Exercise Price or Price, Optionee will deliver to the arithmetic calculation Company on the Exercise Date a written statement executed by Optionee, substantially in the form of the Warrant Written Statement attached hereto as Exhibit B, affirming that Optionee owns on such date, free and clear of any liens, encumbrances or other restrictions, a number of shares of Common Stock having a market value on such date equal to the Aggregate Exercise Price and meeting such other requirements and conditions as are set forth in the form of Written Statement attached hereto. (c) Optionee acknowledges, understands and agrees that, as a result of the Deemed Payment by Optionee of the Exercise Price on the Exercise Date, the Company will deduct from the number of Exercise Shares ultimately deliverable to Optionee a number of shares equal to the number of Payment Shares. (d) Optionee acknowledges, understands and agrees that, to the extent that exercise of the Options on the Exercise Date may obligate the Company to pay on behalf of Optionee on the Exercise Date any taxes or other amounts to any taxing or other governmental authorities, including without limitation any FICA payments then payable (collectively, “Exercise Taxes”), the Company will pay the amount of any such Exercise Taxes and will deduct from the number of Exercise Shares ultimately deliverable to Optionee, in addition to the number of shares deductible therefrom under the preceding subparagraph (c), a number of shares having a market value on the Exercise Date, based on the Company Stock Price on such date, equal to the amount of such Exercise Taxes. (e) Optionee acknowledges, understands and agrees that the number of Exercise Shares as to which the Options are being exercised on the Exercise Date, after the deduction therefrom of such numbers of shares as may be required under subparagraphs 3(c) and 3(d), above (such remaining number of Exercise Shares, the Company “Net Exercise Shares”), shall promptly issue not be deliverable to Optionee on the Exercise Date, but shall only be deliverable to Optionee, or to the Holder designees, beneficiaries or representatives of Optionee (collectively, “Optionee’s Successors”), on such later date or dates as may be specified by Optionee pursuant to Section 4, below, and that the number ultimate delivery of Warrant such Net Exercise Shares that are not disputed to Optionee or Optionee’s Successors on such later date or dates shall be subject to the terms and resolve such dispute conditions set forth in accordance with Section 15.6the Deferred Delivery Agreement to be entered into between Optionee and the Company on the Exercise Date.

Payment of the Exercise Price. Payment of the Aggregate Exercise Price shall be made, at the option of Holder (in its sole discretion), as expressed in the Exercise Notice, by the following methods: (a) The Exercise Price may be paid by the Holder by delivery to the Company (i) of a certified or official bank check payable to the order of the Company or cash, paid by wire transfer of immediately available funds to an a bank account designated in writing specified by the Company, or by certified or bank cashier’s check payable to the Company, (ii) tender of Notes duly endorsed for transfer to the Company or accompanied by appropriate assignment documentation (in the case of a certificated Note) or designated by appropriate instructions to the Trustee for transfer (in the case of a global note) or (iii) a combination of such cash and Notes. If in connection with any exercise of this Warrant the principal amount of Notes tendered in payment of the Exercise Price exceeds the aggregate Exercise Price for the Warrant Shares subject to such exercise of this Warrant, the Company will cause a Note for the amount of such excess to be delivered to the Aggregate Exercise Price; Holder by delivery of a certificated Note (bif the Notes tendered were certificated Notes) or by instructing appropriate designation on a global note (if the Company to issue Notes tendered were part of a global note) within five (5) Business Days after the related Warrant Shares then issuable upon exercise of all or any part of this Warrant on a net basis such that, without payment of any cash consideration or other immediately available funds, the Holder shall surrender this Warrant in exchange for the number of Warrant Shares as is computed using the following formula: X = Y(A-B) A Where: X = the number of Warrant Shares are deemed to be issued to the Holder. Y = the total number of Warrant Shares for which the Holder has elected to exercise this Warrant pursuant to Section 1.1. A = the Fair Market Value 6. (b) For purposes of one Warrant Share as this Section 4, each Note delivered in payment of the Exercise Price shall be deemed to have a value equal to 100% of the principal amount of such Note. The amount, if any, of (i) accrued but unpaid interest on each such Note to and including the date on which this Warrant the Notice of Exercise is exercised delivered to the Company (with respect to an exercise at the option of the Holder pursuant to Section 1.2. B = 1(a)) or the date the Notice of Automatic Exercise is delivered to the Holder (with respect to an exercise pursuant to Section 1(b)) and (ii) if the Company has called such Note for redemption prior to the delivery of such Notice of Exercise or Notice of Automatic Exercise, as the case may be, the applicable premium over the principal amount of such Note, if any, that would be paid to the Holder if such Note delivered to the Company in payment of the Exercise Price in effect under the Warrant as of the date on which this Warrant is exercised was redeemed pursuant to Section 1.2. or (c) any combination of the foregoing. In the event of any withholding of Warrant Shares pursuant to clause (b) or (c) where the number of shares of Common Stock whose value is equal to the Aggregate Exercise Price is not a whole numbersuch redemption call, the Company shall, at its election, either (x) pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or (y) round up to the next whole share. In the case of a dispute as to the determination of the Aggregate Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall promptly issue be paid to the Holder as provided in the number Indenture dated as of Warrant Shares that are not disputed July 3, 2006 between the Company and resolve such dispute in accordance with Section 15.6▇▇▇▇▇ Fargo Bank, N.A., as Trustee, related to the Notes.

Payment of the Exercise Price. Payment The Optionee, upon exercise, in whole or in part, of the Aggregate Option, may pay the Exercise Price shall be made, at the option by any or all of Holder (in its sole discretion), as expressed in the Exercise Notice, by the following methods: means, either alone or in combination: (a) by delivery to the Company of a certified cash or official bank check payable to the order of the Company or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Aggregate Exercise Price; ; (b) if, at the time of exercise, the Common Stock is listed for trading on a national securities exchange or automated dealer quotation system, delivery to the Company of unencumbered Shares having an aggregate Fair Market Value on the Date of Exercise equal to that portion of the Exercise Price being paid by instructing delivery of such Shares; (c) if, at the time of exercise, the Common Stock is listed for trading on a national securities exchange or automated dealer quotation system, and in accordance with such rules as may be specified by the Committee, delivery to the Company of irrevocable instructions to a registered securities broker promptly to deliver to the Company cash equal to the Exercise Price for that portion of the Option being exercised; or (d) if, at the time of exercise, the Common Stock is listed for trading on a national securities exchange or automated dealer quotation system, notice to the Company to issue Warrant Shares then issuable upon exercise of all or any part of this Warrant on a net basis such thatdeliver to the Optionee, without any further payment of any cash consideration or to the Company (other immediately available funds, the Holder shall surrender this Warrant in exchange for the than required tax withholding amounts) (i) that number of Warrant Shares as is computed using (equal to the following formula: X = Y(A-B) A Where: X = the highest whole number of Warrant Shares) having an aggregate Fair Market Value on the Date of Exercise equal to that number of Shares to be issued subject to the Holder. Y = Option (or portion thereof) being exercised multiplied by an amount equal to the total number excess of Warrant Shares for which the Holder has elected to exercise this Warrant pursuant to Section 1.1. A = (A) the Fair Market Value on the Date of one Warrant Share as of the date on which this Warrant is exercised pursuant to Section 1.2. B = Exercise over (B) the Exercise Price in effect under Price, plus (ii) the Warrant as Fair Market Value on the Date of the date on which this Warrant is exercised pursuant to Section 1.2. or (c) any combination of the foregoing. In the event Exercise of any withholding of Warrant Shares pursuant fractional Share to clause (b) or (c) where which the Optionee would be entitled but for the parenthetical above relating to the whole number of shares of Common Stock whose value is equal to the Aggregate Exercise Price is not a whole number, the Company shall, at its election, either (x) pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or (y) round up to the next whole share. In the case of a dispute as to the determination of the Aggregate Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance with Section 15.6.

Payment of the Exercise Price. Payment of the Aggregate Exercise Price shall be made, at the option of Holder (in its sole discretion), as expressed in the Exercise Notice, by the following methods: (a) by delivery to the Company of a certified or official bank check payable to the order of the Company or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Aggregate Exercise Price; (b) by instructing the Company to issue Warrant Shares then issuable upon exercise of all or any part of this Warrant on a net basis such that, without payment of any cash consideration or other immediately available funds, the Holder shall surrender this Warrant in exchange for the number of Warrant Shares as is computed using the following formula: X = Y(A-B) A Where: X = the number of Warrant Shares to be issued to the Holder. Y = the total number of Warrant Shares for which the Holder has elected to exercise this Warrant pursuant to Section 1.1. A = the Fair Market Value of one Warrant Share as of the date on which this Warrant is exercised pursuant to Section 1.2. B = the Exercise Price in effect under the Warrant as of the date on which this Warrant is exercised pursuant to Section 1.2. or (c) any combination of the foregoing. In the event of any withholding of Warrant Shares pursuant to clause (b) or (c) where the number of shares of Common Stock whose value is equal to the Aggregate Exercise Price is not a whole number, the Company shall, at its election, either (x) pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or (y) round up to the next whole share. In the case of a dispute as to the determination of the Aggregate Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance with Section 15.614.6.