Common use of Cashless Exercise of Warrants Clause in Contracts

Cashless Exercise of Warrants. Notwithstanding the provisions of Section 2.1 hereof, if the Fair Market Value is greater than the Purchase Price (at the date of calculation, as set forth below), in lieu of exercising the Warrant as permitted in Section 2.1, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of the Warrants (or the portion thereof being canceled) by surrender of the Warrant Certificate, together with the election to purchase (a form of which is attached to each Warrant Certificate) attached thereto duly executed, to the Company at its office referred to in Section 1.2(b) hereof, in which event the Company shall issue to the Holder that number of Warrant Shares computed using the following formula: CS = WCS x (FMV-PP) FMV where: CS equals the number of Warrant Shares to be issued to the Holder of the Warrant Certificate upon a cashless exercise WCS equals the gross number of Warrant Shares purchasable under the Warrants being exercised (at the date of such calculation, calculated as if the Purchase Price were being paid in cash) FMV equals the Fair Market Value of one share of Common Stock (at the date of such calculation) PP equals the Purchase Price (as adjusted to the date of such calculation). For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the shares of Common Stock issuable upon the exercise of the Warrants in a cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for such shares shall be deemed to have commenced, on the date this Warrant was originally issued.

Cashless Exercise of Warrants. (1) Notwithstanding anything contained herein to the provisions of Section 2.1 hereof, if the Fair Market Value is greater contrary (other than the Purchase Price (limitation set forth in Section 3.13), if, at the date time of calculationexercise of any Warrant in accordance with this Indenture, as set forth below(x) the Common Shares are not listed and posted for trading on the CSE or other Eligible Market due to a suspension, delisting or trading halt lasting for more than one (1) trading day or (y) the Common Shares or other equity securities are subject to a cease trade order, in each case such that the Common Shares underlying the Warrants cannot be freely traded or transferred (a “Trading Restriction Event”), then the Warrants may be exercised, in lieu whole or in part, at such time by means of exercising a “cashless exercise” in which the Warrant as permitted in Section 2.1, the Holder may elect Warrantholder shall be entitled to receive shares a number of Common Stock Shares equal to the value quotient obtained by dividing [(as determined belowA-B) (X)] by (A), where: A = the last VWAP immediately preceding the time of delivery of the Warrants exercise form giving rise to the applicable “cashless exercise” (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 CSE, or if the portion thereof being canceled) by surrender Common Shares are not listed on the CSE on an Eligible Trading Market, is open, the prior trading day’s volume weighted average price 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 Certificate, together in accordance with the election to purchase (terms of such Warrant if such exercise were by means of a form of which is attached to each Warrant Certificate) attached thereto duly executed, to the Company at its office referred to in Section 1.2(b) hereof, in which event the Company shall issue to the Holder that number of Warrant Shares computed using the following formula: CS = WCS x (FMV-PP) FMV where: CS equals the number of Warrant Shares to be issued to the Holder of the Warrant Certificate upon cash exercise rather than a cashless exercise WCS equals the gross number of Warrant Shares purchasable under the Warrants being exercised (at the date of such calculation, calculated as if the Purchase Price were being paid in cash) FMV equals the Fair Market Value of one share of Common Stock (at the date of such calculation) PP equals the Purchase Price (as adjusted to the date of such calculation). For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the shares of Common Stock issuable upon the exercise of the Warrants in a cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for such shares shall be deemed to have commenced, on the date this Warrant was originally issuedexercise.

Cashless Exercise of Warrants. Notwithstanding Subject to Section 4.5 of the Purchase Agreement and notwithstanding the provisions of Section 2.1 hereof, if the Fair Market Value FMV (as defined below in this Section) of the Common Stock for which a Warrant may be exercised is greater than the Purchase Price payable in connection with the exercise thereof (at the date of calculation, as set forth below), in lieu of exercising the such Warrant as permitted in Section 2.1, the Holder holder of a Warrant Certificate may elect to receive shares of Common Stock equal to the value (as determined below) of the Warrants Warrant (or the portion thereof being canceled) by surrender of the Warrant Certificate, together with the election to purchase (a form of which is attached to each Warrant Certificate) attached thereto duly executed, to the Company at its office referred to in Section 1.2(b) hereof, in which event the Company shall issue to the Holder holder of the Warrant Certificate that number of Warrant Shares shares of Common Stock computed using the following formula: CS = WCS x (FMV-FMV - PP) ---------------- FMV where: Where CS equals the number of Warrant Shares shares of Common Stock to be issued to the Holder holder of the Warrant Certificate upon a cashless exercise Certificate; WCS equals the gross number of Warrant Shares shares of Common Stock then purchasable under the Warrants being exercised Warrant (at the date of such calculation, calculated as if the Purchase Price were being paid in cash) ); FMV equals the Fair Market Value fair market value of one share of the Common Stock (at the date of such calculation) as determined by the Company's Board of Directors in good faith; and PP equals the Purchase Price (as adjusted to the date of such calculation). For purposes of Rule 144 promulgated under ; provided, however, that no such exercise shall be valid in the Securities Act, it is intended, understood and acknowledged event that the shares of Common Stock issuable upon the Company reasonably determines that such exercise would constitute a violation of the Warrants in a cashless exercise transaction shall FCC Laws. In the event that the Company, on advice of its FCC counsel or the registered holder, on advice of FCC counsel reasonable acceptable to the Company, reasonably determines that such violation may be deemed remedied by receiving the consent of the FCC prior to have been acquired by such exercise, the Holder, Company and the holding period for registered holder, at the Company's expense, shall promptly take such shares shall be deemed actions as are reasonably necessary to have commenced, on obtain the date this Warrant was originally issuedFCC's consent to such transaction.

Cashless Exercise of Warrants. Notwithstanding the provisions of Section 2.1 hereof, if the Fair Market Value is greater than the Purchase Price (at the date of calculation, as set forth below), in lieu of exercising the Warrant as permitted in Section 2.1, the Holder holder of a Warrant Certificate may elect to receive shares of Common Stock equal to the value (as determined below) of the Warrants (or the portion thereof being canceled) by surrender of the Warrant Certificate, together with the election to purchase (a form of which is attached to each Warrant Certificate) attached thereto duly executed, to the Company at its office referred to in Section 1.2(b) hereof, in which event the Company shall issue to the Holder holder of the Warrant Certificate that number of Warrant Shares shares of Common Stock computed using the following formula: CS = WCS x (FMV-PP) FMV where: Where CS equals the number of Warrant Shares shares of Common Stock to be issued to the Holder holder of the Warrant Certificate upon a cashless exercise WCS equals the gross number of Warrant Shares shares of Common Stock purchasable under the Warrants being exercised (at the date of such calculation, calculated as if the Purchase Price were being paid in cash) FMV equals the Fair Market Value of one share of the Common Stock (at the date of such calculation) PP equals the Purchase Price (as adjusted to the date of such calculation). For purposes of Rule 144 promulgated under the Securities Act, it is intended17 C.F.R. § 230.144, understood and acknowledged the parties hereto agree that the shares of Common Stock issuable upon the exercise of the any Warrants in a cashless exercise transaction accordance with this Section 2.2 shall be deemed to have been acquired by be a conversion of such Warrants, pursuant to the Holder, terms of this Agreement and the holding period for such shares shall be deemed to have commencedWarrants, on the date this Warrant was originally issuedinto Common Stock.