Common use of Company’s Failure to Timely Deliver Securities Clause in Contracts

Company’s Failure to Timely Deliver Securities. If the Company shall fail for any reason or for no reason to issue to the Holder within three Business Days of receipt of the Exercise Delivery Documents, a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company's share register or to credit the Holder's balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise of this Warrant, and if on or after such Business Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company, then the Company shall, within three Business Days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the date of exercise.

Company’s Failure to Timely Deliver Securities. If the Company shall fail for any reason or for no reason to issue to the Holder within three (3) Business Days of receipt of the Exercise Delivery DocumentsDocuments in compliance with the terms of this Section 1, a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company's ’s share register or to credit the Holder's ’s balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder's ’s exercise of this Warrant, and if on or after such Business Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the CompanyCompany (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder's ’s request and in the Holder's ’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder's ’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "“Buy-In Price"”), at which point the Company's ’s obligation to deliver such certificate (and to issue such shares of Common StockWarrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Common Stock Warrant Shares and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the date of exercise.

Company’s Failure to Timely Deliver Securities. If the Company shall fail for any reason or for no reason to issue to the Holder within three Business (3) Trading Days of after the Company’s receipt of the facsimile copy of Exercise Delivery Documents, the Company fails to issue and deliver a certificate for the that number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company's ’s share register or to credit the Holder's ’s balance account with DTC for such the number of shares of Common Stock to which the Holder is entitled upon the such Holder's ’s exercise of this Warranthereunder, and if on or after such Business Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the CompanyCompany (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder's ’s request and in the Holder's ’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder's ’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "“Buy-In Price"”), at which point the Company's ’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the date of exercise.

Company’s Failure to Timely Deliver Securities. If the Company shall fail for any reason to deliver the certificate or for no reason to issue to certificates representing Warrant Shares by the Holder within three Business Days of receipt of the Exercise Share Delivery Documents, a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company's share register or to credit the Holder's balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise of this WarrantDate, and if on or after such Business Day the Share Delivery Date the Holder purchases (in an open market transaction or otherwise) shares common stock of Common Stock the Company to deliver in satisfaction of a sale by the Holder of shares of Common Stock Warrant Shares issuable upon such exercise that the Holder anticipated receiving from the Company, then the Company shall, within three Business Days after the Holder's ’s request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares Warrant Shares (or, at the option of Common Stock the Holder, reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price Holder’s total purchase price (including brokerage commissions, if any) for the Common Stock so purchased over the product of (A) such number of shares of Common StockWarrant Shares, times (B) the Closing Bid Price on price at which the date of exercisesell order giving rise to such purchase obligation was executed.

Company’s Failure to Timely Deliver Securities. If Subject to Section 12, if within three (3) Trading Days after the Company’s receipt of the facsimile copy of an Exercise Notice, with confirmatory notice by overnight delivery, the Company shall fail for any reason or for no reason to issue and deliver a certificate to the Holder within three Business Days of receipt of and register such Common Stock on the Exercise Delivery Documents, a certificate Company’s share register or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled and register upon such shares of Common Stock on the Company's share register or to credit the Holder's balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder's holder’s exercise of this Warranthereunder, and if on or after such Business Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the CompanyCompany (a “Buy-In”), then the Company shall, within three Business Days after the Holder's ’s request and in the Holder's ’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder's ’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "“Buy-In Price"”), at which point the Company's ’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-Buy- In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Sale Price on the date of exercise.

Company’s Failure to Timely Deliver Securities. If the Company shall fail for any reason or for no reason to issue to the Holder within three (3) Business Days of receipt of the Exercise Delivery Documents, a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company's share register or to credit the Holder's balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise of this Warrant, and if on or after such Business Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the CompanyCompany (a "Buy-In"), then the Company shall, within three (3) Business Days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the date of exercise.

Company’s Failure to Timely Deliver Securities. If the Company shall fail for any reason or for no reason to issue to the Holder within three Business Days of (3) trading days after the Company’s receipt of the Exercise Delivery Documents, Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled and register upon such shares of Common Stock on the Company's share register or to credit the Holder's balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder's ’s exercise of this Warranthereunder, and if on or after such Business Day third (3rd) trading day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the CompanyCompany (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder's ’s request and in the Holder's ’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder's ’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "“Buy-In Price"”), at which point the Company's ’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the date of exercise.

Company’s Failure to Timely Deliver Securities. If the Company shall fail for any reason or for no reason to issue to the Holder within three Business Days of receipt of on the Exercise Share Delivery DocumentsDate, a certificate for the number of shares of Common Stock Shares to which the Holder is entitled and register such shares of Common Stock on the Company's share register or to credit the Holder's balance account with DTC for such number of shares of Common Stock Shares to which the Holder is entitled upon the Holder's exercise of this Warrant, and if on or after such Business Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock Shares to deliver in satisfaction of a sale by the Holder of shares of Common Stock Shares issuable upon such exercise that the Holder anticipated receiving from the CompanyCompany (a "Buy-In"), then the Company shall, within three Business (3) Trading Days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock Shares so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such shares of Common StockShares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Common Stock Shares and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common StockShares, times (B) the Closing Bid Weighted Average Price on the date of exercise.

Company’s Failure to Timely Deliver Securities. If within three (3) Trading Days after the Company's receipt of the facsimile copy of a Exercise Notice the Company shall fail for any reason or for no reason to issue and deliver a certificate to the Holder within three Business Days of receipt of the Exercise Delivery Documents, a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company's share register or to credit the Holder's balance account with DTC for such the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise of this Warranthereunder, and if on or after such Business Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the CompanyCompany (a "Buy-In"), then the Company shall, within three (3) Business Days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such shares of Common StockWarrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Common Stock Warrant Shares and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the date of exercise.

Company’s Failure to Timely Deliver Securities. If within five (5) Trading Days after the Company's receipt of the facsimile copy of a Exercise Notice the Company shall fail for any reason or for no reason to issue and deliver a certificate to the Holder within three Business Days of receipt of the Exercise Delivery Documents, a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company's share register or to credit the Holder's balance account with DTC for such the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise of this Warranthereunder, and if on or after such Business Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the CompanyCompany (a "Buy-In"), then the Company shall, within three (3) Business Days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Weighted Average Price on the date of exercise.

Company’s Failure to Timely Deliver Securities. If the Company shall fail for any reason or for no reason to issue to the Holder within three Business Days on or prior to the Share Delivery Date in compliance with the terms of receipt of the Exercise Delivery Documentsthis Section 1, a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company's share register or to credit the Holder's balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise of this Warrant, and if on or after such Business Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the CompanyCompany (a "Buy-In"), then the Company shall, within three (3) Business Days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such shares of Common StockWarrant Shares or credit such Holder’s balance account at DTC) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Common Stock Warrant Shares or credit such Xxxxxx’s balance account at DTC and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Weighted Average Price on the date of exercise.

Company’s Failure to Timely Deliver Securities. If the Company shall fail for any reason or for no reason to issue a certificate to the Holder within three Business Days of receipt of the Exercise Delivery Documents, a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company's share register or to credit the Holder's balance account with DTC DTC, as applicable, for such number of shares of Common Stock Shares to which the Holder is entitled upon the Holder's exercise of this WarrantWarrant within three (3) Trading Days of receipt of the Exercise Delivery Documents (an "Exercise Failure"), and if on or after such Business Day Exercise Failure the Holder purchases (in an open market transaction or otherwise) shares of Common Stock Shares to deliver in satisfaction of a sale by the Holder of shares of Common Stock Shares issuable upon such exercise that the Holder anticipated receiving from the CompanyCompany (a "Buy-In"), then the Company shall, within three Business (3) Trading Days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissionscommissions and other reasonable out-of-pocket brokerage expenses, if any) for the shares of Common Stock Shares so purchased (the "Buy-In Price"), at which point the Company's obligation to issue and deliver such certificate (and to issue the Holder or credit the Holder's balance account with DTC for such shares of Common Stock) Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Common Stock Shares or credit such Holder's balance account with DTC and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common StockShares, times (B) the Closing Bid Price on the date of exercise.

Company’s Failure to Timely Deliver Securities. If within three (3) Trading Days after the Company's receipt of the facsimile copy of an Exercise Notice the Company shall fail for any reason or for no reason to issue and deliver a certificate to the Holder within three Business Days of receipt of the Exercise Delivery Documents, a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company's share register or to credit the Holder's balance account with DTC for such the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise of this Warranthereunder, and if on or after such Business Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the CompanyCompany (a "Buy-In"), then the Company shall, within three (3) Business Days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such shares of Common StockWarrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Common Stock Warrant Shares and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the date of exercise.

Company’s Failure to Timely Deliver Securities. If the Company shall fail for any reason or for no reason to issue to the Holder within three Business Days of receipt of the properly completed Exercise Delivery DocumentsDocuments in compliance with the terms of this Section 1, a certificate for the number of shares of Common Stock Shares to which the Holder is entitled and to register such shares of Common Stock Shares on the Company's ’s share register or to credit the Holder's ’s balance account with DTC for such number of shares of Common Stock Shares to which the Holder is entitled upon the Holder's ’s exercise of this Warrant, and if on or after such Business Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock Shares to deliver in satisfaction of a sale by the Holder of shares of Common Stock Shares issuable upon such exercise that the Holder anticipated receiving from the CompanyCompany (a “Buy-In”), then the Company shall, within three Business Days after the Holder's ’s request and in the Holder's ’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder's ’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock Shares so purchased (the "“Buy-In Price"”), at which point the Company's ’s obligation to deliver such certificate (and to issue such shares of Common StockWarrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Common Stock Warrant Shares and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common StockShares, times (B) the Closing Bid Price on the date of exercise.

Company’s Failure to Timely Deliver Securities. If the Company shall fail for any reason or for no reason to issue to the Holder within three Business Days of receipt of on the Exercise Share Delivery DocumentsDate, a certificate for the number of shares of Common Stock Shares to which the Holder is entitled and register such shares of Common Stock on the Company's share register or to credit the Holder's ’s balance account with DTC for such number of shares of Common Stock Shares to which the Holder is entitled upon the Holder's ’s exercise of this Warrant, and if on or after such Business Day date the Holder purchases (in an open market transaction or otherwise) shares of Common Stock Shares to deliver in satisfaction of a sale by the Holder of shares of Common Stock Shares issuable upon such exercise that the Holder anticipated receiving from the CompanyCompany (a “Buy-In”), then the Company shall, within three Business Days (3) business days after the Holder's ’s request and in the Holder's ’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder's ’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock Shares so purchased (the "“Buy-In Price"”), at which point the Company's ’s obligation to deliver such certificate (and to issue such shares of Common StockShares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Common Stock Shares and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common StockShares, times (B) the Closing Bid Weighted Average Price on the date of exercise.

Company’s Failure to Timely Deliver Securities. If the Company shall fail for any reason or for no reason to issue and deliver the Warrant Shares pursuant to Section 1(a) by the Share Delivery Date, then the Holder will have the right to rescind such exercise, or, if after the Share Delivery Date and prior to the Holder within three Business Days of receipt of such Warrant Shares, the Exercise Delivery DocumentsHolder purchases, a certificate or another Person purchasers on the Holder’s behalf or for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company's share register or to credit the Holder's balance ’s account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise of this Warrant, and if on or after such Business Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock Ordinary Shares to deliver in satisfaction of a sale by the Holder of shares of Common Stock Ordinary Shares issuable upon such exercise that the Holder anticipated receiving from the Company, then the Company shall, within three (3) Business Days after the Holder's ’s written request and in the Holder's ’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder's ’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock Ordinary Shares so purchased (the "“Buy-In Price"”), at which point the Company's ’s obligation to issue and deliver such certificate (and to issue such shares of Common Stock) Warrant Shares shall terminate, or (ii) promptly honor its obligation to issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock Warrant Shares and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common StockOrdinary Shares, times (B) the Closing Bid Weighted Average Price on the date of exercisethe event giving rise to the Company’s obligation to deliver such Warrant Shares.

Company’s Failure to Timely Deliver Securities. If the Company shall fail for any reason or for no reason to issue to the Holder within three (3) Business Days of receipt of the Exercise Delivery DocumentsNotice in compliance with the terms of this Section 1, a certificate for the number of shares of Common Stock to which the Holder Agent is entitled and register such shares of Common Stock on the Company's share register or to credit the Holder's balance account with DTC for such number of shares of Common Stock to which the Holder Agent is entitled upon the Holder's exercise of this Warrant, and if on or after such Business Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the CompanyCompany (a "Buy-In"), then the Company shall, within three (3) Business Days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such shares of Common StockWarrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Common Stock Warrant Shares and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the date of exercise.