Common use of Delivery of Stock Certificates, etc Clause in Contracts

Delivery of Stock Certificates, etc. Promptly after each exercise of this Warrant, in whole or in part, and in any event within five Business Days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 hereof, as such holder (upon payment by such holder of any applicable transfer taxes) may direct: (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise; and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 1.1 hereof.

Delivery of Stock Certificates, etc. Promptly As soon as practicable after each the exercise of this Warrant, Warrant in whole full or in partpart in accordance herewith the Company, and in any event within five Business Days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) ), will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 hereof, or as such holder (upon payment by such holder of any applicable transfer taxes) may direct:, (a) a certificate or certificates certificates, marked with an appropriate legend referring to the terms of this Warrant and any applicable restrictions on such shares imposed by the Federal or any state securities laws, for the number of duly authorized, validly issued, fully paid and nonassessable full shares of the Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per of one full share of the Common Preferred Stock on the Business Day business day next preceding the date of such exercise; , and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of the Common Stock equal (without giving effect to any adjustment thereoftherein) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 1.1 hereof2.1.

Delivery of Stock Certificates, etc. Promptly As soon as practicable after each exercise of this Warrant, in whole or in part, and in any event within five three Business Days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 hereof, or as such holder (upon payment by such holder of any applicable transfer taxes) may direct: (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Class A Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise; and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Class A Common Stock equal to the number of such shares (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 1.1 3.1 hereof.

Delivery of Stock Certificates, etc. Promptly As soon as practicable after each exercise of this Warrant, in whole or in part, and in any event within five Business Days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 hereof9, as such holder (upon payment by such holder of any applicable transfer taxes) may direct:, (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise; , and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 1.1 hereof1.1.

Delivery of Stock Certificates, etc. Promptly As soon as practicable after each exercise of this Warrant, in whole or in part, and in any event within five Business Days thereafter, the Company Holdings at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 hereofthe provisions of the Stockholders Agreement, as such holder (upon payment by such holder of any applicable transfer taxes) may direct: (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the current Market Price per share on the Business Day business day next preceding the date of such exercise; and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment thereofthereof pursuant to the terms hereof) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 1.1 2.1 hereof.

Delivery of Stock Certificates, etc. Promptly As soon as practicable after each the exercise of this Warrant, in whole or in part, and in any event within five Business Days ten business days thereafter, the Company at its expense (including the payment by it of any applicable issue issuance taxes) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 hereof3, to such Person as such holder (upon payment by such holder of any applicable transfer taxes) may direct:, (a) a certificate or certificates for of the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise exercise, as the case may be, plus, in lieu of any fractional share to which such holder would otherwise be entitledentitled upon such exercise, cash in an amount equal to the same fraction of the Market Price per share on the Business Day business day next preceding the date of such exercise; , and (b) in case such exercise is only in part onlypart, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for issuance of the number of shares of Common Stock equal (without giving effect to any adjustment thereoftherein) to the number of such shares called for on the face of this Warrant minus the number of such shares so designated by the such holder upon such exercise as provided in Section 1.1 hereof1.1.

Delivery of Stock Certificates, etc. Promptly after each the exercise of this Warrant, in whole or in part, and in any event within five three Business Days thereafterthereafter (unless such exercise shall be in connection with a public offering of shares of Common Stock issuable upon the conversion of the Preferred Stock (or Other Securities) or in connection with any Transaction or sale of outstanding shares of Preferred Stock (or Other Securities) or Common Stock issuable upon the conversion of the Preferred Stock (or Other Securities), in which event, at the election of the holder of this Warrant, concurrently with the effectiveness of such exercise, as provided in Section 1C, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 hereof8, as such holder (upon payment by such holder of any applicable transfer taxes) may direct:, (a1) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Preferred Stock (or Other Securities) to which such holder shall be entitled upon such exercise plusexercise, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise; and (b2) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in specifying the aggregate on the face or faces thereof for the number of shares of Common Preferred Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for specified on the face of this Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 1.1 hereof.1A.

Delivery of Stock Certificates, etc. Promptly As soon as practicable after each the exercise of this Warrant, in whole or in part, and in any event within five Business Days thereafterthereafter (unless such exercise shall be in connection with an underwritten Public Offering of shares of Common Stock (or Other Securities) subject to this Warrant, in which event concurrently with such exercise), the Company at its expense (including the payment by it of any applicable issue taxes other than transfer taxes) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 hereofsection 8, as such holder (upon payment by such holder of any applicable transfer taxes) may direct:, (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share of such Common Stock (or Other Securities) on the Business Day next preceding the date of such exercise; , and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment thereoftherein) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 1.1 hereofsection 1.1.

Delivery of Stock Certificates, etc. Promptly As soon as practicable after each exercise from time to time of this Warrant, in whole or in part, and in any event within five Business Days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 hereofsection 9, as such holder (upon payment by such holder of any applicable transfer taxes) may direct:, (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise; , and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 1.1 hereofsection 1.1.

Delivery of Stock Certificates, etc. Promptly As soon as practicable after each the exercise of this the Warrant, in whole or in part, and in any event within five Business Days thereafterthereafter (unless such exercise shall be in connection with an underwritten Public Offering of shares of Common Stock (or Other Securities) subject to the Warrant, in which event, concurrently with such exercise), the Company at its expense (including the payment by it of any taxes applicable issue to an issuer upon the issuance of shares, but excluding transfer taxes) will shall cause to be issued in the name of and delivered to the holder hereof Holder or, subject to Section 8 hereof6, as such holder Holder (upon payment by such holder Holder of any applicable transfer taxes) may direct:, (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder Holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share of such Common Stock (or Other Securities) on the Business Day next preceding the date of such exercise; , and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment thereoftherein) to the number of such shares called for on the face of this the Warrant minus the number of such shares designated by the holder Holder upon such exercise as provided in Section 1.1 hereof1.1.

Delivery of Stock Certificates, etc. Promptly As soon as practicable after each exercise of this Warrant, in whole or in part, and in any event within five Business Days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 hereof5, as such holder (upon payment by such holder of any applicable transfer taxes) may direct: (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) Warrant Shares to which such holder shall be entitled upon such exercise plusPLUS, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next immediately preceding the date of such exercise; and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 1.1 hereof2.1.

Delivery of Stock Certificates, etc. Promptly after each the proper exercise of this Warrant, in whole or in part, and in any event within five three Business Days thereafterthereafter (unless such exercise shall be in connection with a public offering of shares of Common Stock (or Other Securities) or in connection with any Transaction or sale of outstanding shares of Common Stock, in which event, at the election of the holder of this Warrant, concurrently with the effectiveness of such exercise, as provided in Section 1C), the Company at its expense (including the payment by it of any applicable issue stamp or other transfer taxes) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 hereof8, as such holder (upon payment by such holder of any applicable transfer taxes) may direct:, (a1) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plusexercise, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise; and (b2) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in specifying the aggregate on the face or faces thereof for of the number of shares of Common Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for specified on the face of this Warrant minus the number of such shares designated by the holder upon for such exercise as provided in Section 1.1 hereof.1A.

Delivery of Stock Certificates, etc. Promptly As soon as practicable after ----------------------------------- each exercise of this Warrant, in whole or in part, and in any event within five Business Days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 hereofsection 9, as such holder (upon payment by such holder of any applicable transfer taxes) may direct:, (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise; , and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 1.1 hereofsection 1.1.

Delivery of Stock Certificates, etc. Promptly As soon as practicable after each the exercise of this Warrant, in whole or in part, pursuant to the terms hereof, and in any event within five ten Business Days thereafterthereafter (unless such exercise shall be in connection with an underwritten Public Offering of shares of Common Stock (or Other Securities) subject to this Warrant, in which event concurrently with such exercise), the Company at its expense (including the payment by it of any applicable issue taxes other than transfer taxes) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 hereofsection 8, as such holder (upon payment by such holder of any applicable transfer taxes) may direct:, (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share of such Common Stock (or Other Securities) on the Business Day next preceding the date of such exercise; , and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment thereoftherein) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 1.1 hereofsection 1.1.

Delivery of Stock Certificates, etc. Promptly As soon as practicable after each exercise of this Warrant, in whole or in part, and in any event within five Business Days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 hereofsection 9, as such holder (upon payment by such holder of any applicable transfer taxes) may direct:, (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise; , and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 1.1 hereofsection 1.1.

Delivery of Stock Certificates, etc. Promptly As soon as practicable after each exercise of this Warrant, in whole or in part, and in any event within five Business Days thereafter, the Company at its expense (including the payment by it of any applicable issue or documentary taxes) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 hereof5, as such holder (upon payment by such holder of any applicable transfer taxes) may direct: (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) Warrant Shares to which such holder shall be entitled upon such exercise plusPLUS, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next immediately preceding the date of such exercise, or, if there is no Market Price, such cash as the Company may reasonably determine represents such fractional value; and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 1.1 hereof2.1.

Delivery of Stock Certificates, etc. Promptly As soon as practicable after each exercise of this Warrant, in whole or in part, and in any event within five ten Business Days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 hereofsection 9, as such holder (upon payment by such holder of any applicable transfer taxes) may direct:, (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise; , and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 1.1 hereofsection 1. 1. The holder hereof shall comply will all applicable provisions of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Law of 1976, as amended, and any successor statute, in connection with the exercise of this Warrant, and shall provide to the Company upon its reasonable request a certificate of such compliance.

Delivery of Stock Certificates, etc. Promptly As soon as practicable ----------------------------------- after each exercise from time to time of this Warrant, in whole or in part, and in any event within five Business Days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 hereofsection 9, as such holder (upon payment by such holder of any applicable transfer taxes) may direct:, (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder would otherwise other wise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise; , and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this 1. All shares of Common Stock issued upon the exercise of this Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 1.1 hereofshall be validly issued, fully paid and nonassessable.

Delivery of Stock Certificates, etc. Promptly As soon as practicable after each the exercise of this Warrant, in whole or in part, and in any event within five ten (10) Business Days thereafterthereafter (unless such exercise shall be in connection with an underwritten Public Offering of shares of Common Stock (or Other Securities) subject to this Warrant, in which event concurrently with such exercise), the Company at its expense (including the payment by it of any taxes (other than transfer taxes) applicable issue taxesto the Company) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 hereof8, as such holder (upon payment by such holder of any applicable transfer taxes) may direct:, (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share of such Common Stock (or Other Securities) on the Business Day next preceding the date of such exercise; , and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment thereoftherein) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 1.1 hereof1.1.

Delivery of Stock Certificates, etc. Promptly As soon as practicable after each exercise of this Warrant, in whole or in part, and in any event within five Business Days thereafter, the Company at its sole expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 hereof, or as such holder (upon payment by such holder of any applicable transfer taxes) may direct: (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share calculated on the Business Day next preceding the date of such exercise; and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal to the number of shares with respect to which this Warrant shall not then have been exercised (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 1.1 hereof).

Delivery of Stock Certificates, etc. Promptly As soon as practicable after each the exercise of this Warrant, in whole or in part, and in any event within five ten Business Days thereafterthereafter (unless such exercise shall be in connection with an underwritten Public Offering of shares of Common Stock (or Other Securities) subject to this Warrant, in which event concurrently with such exercise), the Company at its expense (including the payment by it of any applicable issue stamp or document taxes) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 hereofsection 8, as such holder (upon payment by such holder of any applicable transfer taxes) may direct:, (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share of such Common Stock (or Other Securities) on the Business Day next preceding the date of such exercise; , and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment thereoftherein) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 1.1 hereofsection 1.1.

Delivery of Stock Certificates, etc. Promptly As soon as practicable after ----------------------------------- each exercise of this Warrant, in whole or in part, and in any event within five Business Days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 hereofsection 9, as such holder (upon payment by such holder of any applicable transfer taxes) may direct:, (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise; , and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 1.1 hereof.section 1.1

Delivery of Stock Certificates, etc. Promptly As soon as practicable ----------------------------------- after each the exercise of this Warrant, in whole or in part, and in any event within five (5) Business Days thereafter, the Company at its expense (including the payment by it of any applicable issue issuance taxes) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 hereof6, as such holder (upon payment by such holder of any applicable transfer taxes) may direct:, (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Class A Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise; , and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for issuance of the number of shares of Class A Common Stock equal (without giving effect to any adjustment thereoftherein) to the number of such shares called for on the face of this Warrant minus the number of such shares so designated by the such holder upon such exercise as provided in Section 1.1 hereof1.1.

Delivery of Stock Certificates, etc. Promptly As soon as practicable after each exercise from time to time of this Warrant, in whole or in part, and in any event within five Business Days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 hereofsection 9, as such holder (upon payment by such holder of any applicable transfer taxes) may direct:, (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise; , and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for on the face of 1. All shares of Common Stock issued upon the exercise of this Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 1.1 hereofshall be validly issued, fully paid and nonassessable.

Delivery of Stock Certificates, etc. Promptly As soon as practicable after each the exercise of this Warrant, in whole or in part, and in any event within five ten (10) Business Days thereafterthereafter (unless such exercise shall be in connection with an underwritten Public Offering of shares of Common Stock (or Other Securities) subject to this Warrant, in which event concurrently with such exercise), the Company at its expense (including the payment by it of any taxes (other than transfer taxes) applicable issue taxesto the Company) will cause to be issued in the name 5 - 391 - of and delivered to the holder hereof or, subject to Section 8 hereof8, as such holder (upon payment by such holder of any applicable transfer taxes) may direct:, (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share of such Common Stock (or Other Securities) on the Business Day next preceding the date of such exercise; , and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment thereoftherein) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 1.1 hereof1.1.

Delivery of Stock Certificates, etc. Promptly As soon as practicable ----------------------------------- after each exercise of this Warrant, and in no event later than 10 days, in whole or in part, and in any event within five Business Days thereafter, the Company at its expense (including the payment by it of any applicable issue transfer taxes) will cause to be issued in the name of and delivered to the holder Holder hereof or, subject to Section 8 hereof7, as such holder Holder (upon payment by such holder Holder of any applicable transfer taxes) may direct:, (a) 1.3.1 a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares, including, if the Company so elects, fractional shares of Common Stock (or Other Securities) to which such holder Holder shall be entitled upon such exercise plus, at the discretion of the Company, in lieu of any fractional share to which such holder Holder would otherwise be entitled, cash in an amount equal to the same fraction of the Current Market Price per share on the Business Day next preceding the date of such exercise; , and (b) 1.3.2 in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the holder Holder upon such exercise as provided in Section 1.1 hereof1.1.

Delivery of Stock Certificates, etc. Promptly As soon as practicable after ------------------------------------ each exercise of this Warrant, in whole or in part, and in any event within five Business Days thereafter, the Company at its sole expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 hereof, or as such holder (upon payment by such holder of any applicable transfer taxes) may direct: (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share calculated on the Business Day next preceding the date of such exercise; and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal to the number of shares with respect to which this Warrant shall not then have been exercised (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 1.1 hereof).

Delivery of Stock Certificates, etc. Promptly after each the exercise of this Warrant, in whole or in part, and in any event within five three (3) Business Days thereafterthereafter (unless such exercise shall be in connection with an underwritten public offering of shares of Common Stock (or Other Securities) subject to this Warrant, in which event concurrently with such exercise), the Company at its expense (including the payment by it of any applicable issue taxes) will shall cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 hereof8, as such holder (upon payment by such holder of any applicable transfer taxes) may direct:, (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plusexercise, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise; and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling specifying in the aggregate on the face or faces thereof for the number of shares of Original Common Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for specified on the face of this Warrant (as adjusted pursuant to Section 2 herein) minus the number of such shares designated by the holder upon such exercise as provided in Section 1.1 hereof.1A and any amount of shares which shall have been cancelled in payment or partial payment of the Exercise Price as provided in Section 1F.

Delivery of Stock Certificates, etc. Promptly As soon as practicable after each the exercise of this Warrant, in whole or in part, and in any event within five Business Days thereafter, the Company at its expense (including the payment by it of any applicable issue issuance taxes) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 hereof6, as such holder (upon payment by such holder of any applicable transfer taxes) may direct:, (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise; , and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for issuance of the number of shares of Common Stock equal (without giving effect to any adjustment thereoftherein) to the number of such shares called for on the face of this Warrant minus the number of such shares so designated by the such holder upon such exercise as provided in Section 1.1 hereof1.1.

Delivery of Stock Certificates, etc. Promptly As soon as practicable after each exercise of this Warrant, in whole or in part, and in any event within five (5) Business Days thereafter, the Company at its sole expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 10 hereof, as such holder (upon payment by such holder of any applicable transfer taxes) may direct: (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise; and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 1.1 hereof.

Delivery of Stock Certificates, etc. Promptly As soon as practicable after each exercise of this Warrant, in whole or in part, and in any event within five Business Days business days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 7 hereof, as such holder (upon payment by such holder of any applicable transfer taxes) may direct: (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day business day next preceding the date of such exercise; and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 1.1 hereof.

Delivery of Stock Certificates, etc. Promptly As soon as practicable after each exercise from time to time of this Warrant, in whole or in part, and in any event within five Business Days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 hereofsection 5, as such holder (upon payment by such holder of any applicable transfer taxes) may direct:, (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise; , and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 1.1 hereofsection 1.2.

Delivery of Stock Certificates, etc. Promptly As soon as practicable after each exercise of this Warrant, in whole or in part, and in any event within five Business Days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 9 hereof, as such holder (upon payment by such holder of any applicable transfer taxes) may direct: (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise; and and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal to the number of such shares (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 1.1 hereof.

Delivery of Stock Certificates, etc. Promptly As soon as practicable after each exercise of this WarrantWarrant A, in whole or in part, and in any event within five Business Days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause direct the Company's transfer agent to be issued issue and deliver in the name of and delivered to the holder hereof or, subject to Section 8 13 hereof, as such holder (upon payment by such holder of any applicable transfer taxes) may direct: (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise; and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 1.1 hereof.

Delivery of Stock Certificates, etc. Promptly As soon as practicable after each exercise of this Warrant, in whole or in part, and in any event within five three Business Days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 hereofsection 9, as such holder (upon payment by such holder of any applicable transfer taxes) may direct:, (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise; , and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 1.1 hereofsection 1.1.

Delivery of Stock Certificates, etc. Promptly As soon as practicable after each exercise of this Warrant, in whole or in part, and in any event within five Business Days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 hereof6, as such holder (upon payment by such holder of any applicable transfer taxes) may direct:, (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise; , and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares of Common Stock designated by the holder upon such exercise as provided in Section 1.1 hereof1.1.

Delivery of Stock Certificates, etc. Promptly As soon as practicable after each exercise of this Warrant, in whole or in part, and in any event within five ten (10) Business Days thereafter, the Company Holdings at its sole expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 11 hereof, as such holder (upon payment by such holder of any applicable transfer taxes) may direct: (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise; and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 1.1 hereof.

Delivery of Stock Certificates, etc. Promptly As soon as practicable after each exercise of this Warrant, in whole or in part, and in any event within five Business Days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 4 hereof, as such holder (upon payment by such holder of any applicable transfer taxes) may direct: (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise; and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the holder upon of Common Stock (without giving effect to any adjustment thereof) subject to such exercise as provided in pursuant to Section 1.1 hereof.

Delivery of Stock Certificates, etc. Promptly As soon as practicable after each the ------------------------------------ exercise of this Warrant, in whole or in part, and in any event within five ten Business Days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 hereofsection 8, as such holder (upon payment by such holder of any applicable transfer taxes) may direct: , (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise; and exercise and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for issuance of the number of shares of Common Stock equal (without giving effect to any adjustment thereoftherein) to the number of such shares called for on the face of this Warrant minus the number of such shares so designated by the such holder upon such exercise as provided in Section 1.1 hereofsection 1.1.

Delivery of Stock Certificates, etc. Promptly As soon as practicable after each the exercise of this Warrant, in whole or in part, and in any event within five ten (10) Business Days thereafterthereafter (unless such exercise shall be in connection with an underwritten Public Offering of shares of Common Stock (or Other Securities) subject to this Warrant, in which event concurrently with such exercise), the Company at its expense (including the payment by it of any applicable issue taxes (other than transfer taxes) payable by the Company) will cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 hereof8, as such holder (upon payment by such holder of any applicable transfer taxes) may direct:, (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share of such Common Stock (or Other Securities) on the Business Day next preceding the date of such exercise; , and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment thereoftherein) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 1.1 hereof1.1.

Delivery of Stock Certificates, etc. Promptly after each the exercise of this Warrant, in whole or in part, and in any event within five three (3) Business Days thereafterthereafter (unless such exercise 2 73 shall be in connection with an underwritten public offering of shares of Common Stock (or Other Securities) subject to this Warrant, in which event concurrently with such exercise), the Company at its expense (including the payment by it of any applicable issue taxes) will shall cause to be issued in the name of and delivered to the holder hereof or, subject to Section 8 hereof8, as such holder (upon payment by such holder of any applicable transfer taxes) may direct:, (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled upon such exercise plusexercise, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise; and (b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling specifying in the aggregate on the face or faces thereof for the number of shares of Original Common Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for specified on the face of this Warrant (as adjusted pursuant to Section 2 herein) minus the number of such shares designated by the holder upon such exercise as provided in Section 1.1 hereof.1A and any amount of shares which shall have been cancelled in payment or partial payment of the Exercise Price as provided in Section 1F.