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

Delivery of Stock Certificates, etc. ON EXERCISE. Any exercise of the Warrants pursuant to Section 4 hereof shall be deemed to have been effective immediately prior to the close of business on the date on which the Warrants with the subscription form and the check for the aggregate Purchase Price shall have been received by the Company; except that the Company shall not be required to open its stock transfer books in order to effect an exercise, and the effective time in such event shall be the date the stock transfer books are reopened. At such time, the person or persons in whose name or names any certificate or certificates for shares of Underlying Securities shall be issuable upon such exercise shall be deemed to have become the holder or holders of record of the shares of Underlying Securities so purchased. As soon as practicable after the exercise of any Warrant, 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 purchasing Warrantholder, a certificate or certificates for the number of fully paid and nonassessable shares of the Underlying Securities to which such Warrantholder shall be entitled upon such exercise, plus in lieu of any fractional share to which such Warrantholder would otherwise be entitled, cash in an amount determined pursuant to Subsection 7(h) hereof. Such certificate shall contain the legend required by Subsection 3(b) hereof.

Delivery of Stock Certificates, etc. ON EXERCISE. Any exercise of the Warrants pursuant to Section 4 hereof shall be deemed to have been effective immediately prior to the close of business on the date on which the Warrants with the subscription form and the check for the aggregate Purchase Price shall have been received by the Company; except that the Company shall not be required to open its stock transfer books in order to effect an exercise, and the effective time in such event shall be the date the stock transfer books are reopened. At such time, the person or persons in whose name or names any certificate or certificates for shares of Underlying Securities shall be issuable upon such exercise shall be deemed to have become the holder or holders of record of the shares of Underlying Securities so purchased. As soon as practicable after the exercise of any this Warrant, in whole or in part, and in any event within five (5) Business Days thereafter, the Company, Company at its expense (including the payment by it of any applicable issue issuance taxes), ) will cause to be issued to and delivered or registered in the name ofof the holder hereof or, and delivered tosubject to Section 5, the purchasing Warrantholderas such holder (upon payment by such holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of the Underlying Securities Common Stock to which such Warrantholder holder shall be entitled upon such exerciseexercise plus, plus in lieu of any fractional share to which such Warrantholder holder would otherwise be entitled, cash in an amount determined equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise. If the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and so long as certificates issued pursuant the exercise hereof do not bear a legend and the holder is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the Warrant Shares so purchased to the holder by crediting the account of the holder with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver to the holder physical certificates representing the Warrant Shares so purchased. Further, the holder may instruct the Company to deliver to the holder physical certificates representing the Warrant Shares so purchased in lieu of delivering such shares by way of DTC Transfer. Any certificates so delivered shall be in such denominations as may be reasonably requested by the holder hereof, shall be registered in the name of such holder and, following the date on which the Warrant Shares have been registered for resale under the Securities Act pursuant to Subsection 7(hthat certain Registration Rights Agreement (the "Registration Rights Agreement") hereofdated June ___, 2001, by and between the Company and the other signatories thereto or otherwise may be sold by the holder pursuant to Rule 144 promulgated under the Securities Act (or a successor rule), shall not bear any restrictive legend. Such certificate If this Warrant shall contain have been exercised only in part, then the legend required Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant or Warrants of like tenor, 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 therein) to the number of such shares called for on the face of this Warrant minus the number of such shares so designated by Subsection 3(b) hereofsuch holder upon such exercise as provided in Section 1.1.

Delivery of Stock Certificates, etc. ON EXERCISEThe Company shall, as promptly as practicable and in any event within five Business Days after the delivery to the Company of an Exercise Notice or Conversion, as the case may be, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares of Common Stock specified in said notice. Any exercise The certificate or certificates so delivered shall be in such denominations as may be specified in such notice or, if such notice shall not specify denominations, shall be in the amount of the Warrants pursuant to Section 4 hereof number of shares of Common Stock for which the Warrant is being exercised and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been effective immediately prior issued, and such Holder or any other Person so designated to the close be named therein shall be deemed for all purposes to have become a holder of business on record of such Common Stock, as of the date on which the Warrants aforementioned notice, accompanied by full payment of the Exercise Price with the subscription form and the check for the aggregate Purchase Price shall have been respect to such Common Stock pursuant to Section 1.1 or Section 1.2, as applicable, is received by the Company; except that . If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new warrant certificate evidencing the rights to purchase the remaining Common Stock provided for by this Warrant, which new warrant certificate shall not in all other respects be required identical with this warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to open its stock transfer books the Holder. The Company shall pay all expenses, taxes (other then income taxes of a Holder) and other charges payable in order to effect an exerciseconnection with the preparation, issuance and the effective time in delivery of any such event certificates for Common Stock and new Warrants, except that, if any such Common Stock certificates or new Warrants shall be the date the stock transfer books are reopened. At such time, the person or persons registered in whose a name or names any certificate or certificates for shares other than the name of Underlying Securities the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be issuable paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon such exercise shall be deemed to have become the holder or holders receipt of record a written request of the shares of Underlying Securities so purchased. As soon as practicable after the exercise of any Warrant, 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 purchasing Warrantholder, a certificate or certificates Company for the number of fully paid and nonassessable shares of the Underlying Securities to which such Warrantholder shall be entitled upon such exercise, plus in lieu of any fractional share to which such Warrantholder would otherwise be entitled, cash in an amount determined pursuant to Subsection 7(h) hereof. Such certificate shall contain the legend required by Subsection 3(b) hereofpayment.

Delivery of Stock Certificates, etc. ON EXERCISE. Any exercise of the Warrants pursuant to Section 4 hereof shall be deemed to have been effective immediately prior to the close of business on the date on which the Warrants with the subscription form and the check for the aggregate Purchase Price shall have been received by the Company; except that the Company shall not be required to open its stock transfer books in order to effect an exercise, and the effective time in such event shall be the date the stock transfer books are reopened. At such time, the person or persons in whose name or names any certificate or certificates for shares of Underlying Securities shall be issuable upon such exercise shall be deemed to have become the holder or holders of record of the shares of Underlying Securities so purchased. As soon as practicable after the exercise of any this Warrant, and in any event within three Trading Days thereafter, the Company, Company at its expense (including the payment by it of any applicable issue or stamp taxes), ) will cause to be issued in the name of, of and delivered toto the Holder, or as the purchasing WarrantholderHolder (upon payment by the Holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of fully paid and nonassessable shares of the Underlying Securities Common Stock (or Other Securities) to which such Warrantholder the Holder shall be entitled upon on such exercise, plus in such denominations as may be requested by the Holder, plus, in lieu of any fractional share to which such Warrantholder the Holder would otherwise be entitled, cash in an amount determined equal to such fraction multiplied by the then Current Fair Market Value of one full share, together with any other stock or other securities or any property (including cash, where applicable) to which the Holder is entitled upon such exercise pursuant to Subsection 7(h) Section 1 or otherwise. Upon exercise of this Warrant as provided herein, the Company's obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such exercise. Such certificate If the Company fails to issue and deliver the certificates for the Common Stock to the Holder pursuant to the first sentence of this paragraph as and when required to do so, in addition to any other liabilities the Company may have hereunder and under applicable law, the Company shall contain pay or reimburse the legend required Holder on demand for all out-of-pocket expenses including, without limitation, fees and expenses of legal counsel incurred by Subsection 3(b) hereofthe Holder as a result of such failure.

Delivery of Stock Certificates, etc. ON EXERCISE. Any exercise of the Warrants pursuant to Section 4 hereof shall be deemed to have been effective immediately prior to the close of business on the date on which the Warrants with the subscription form and the check for the aggregate Purchase Price shall have been received by the Company; except that the Company shall not be required to open its stock transfer books in order to effect an exercise, and the effective time in such event shall be the date the stock transfer books are reopened. At such time, the person or persons in whose name or names any certificate or certificates for shares of Underlying Securities shall be issuable upon such exercise shall be deemed to have become the holder or holders of record of the shares of Underlying Securities so purchased. As soon as practicable after the exercise of any this Warrant, in whole or in part, and in any event within five Business Days thereafter, the Company, Company at its expense (including the payment by it of any applicable issue taxes), will cause to be issued to and delivered or registered in the name ofof the Holder hereof or, and delivered tosubject to Section 3, the purchasing Warrantholderas such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of the Underlying Securities Warrant Shares to which such Warrantholder Holder shall be entitled upon such exerciseexercise plus, plus in lieu of any fractional share to which such Warrantholder Holder would otherwise be entitled, cash in an amount determined pursuant equal to Subsection 7(hthe same fraction of the Market Price per share on the Business Day next preceding the date of such exercise. The Company shall deliver to the Holder physical certificates representing the Warrant Shares so purchased. Any certificates so delivered shall be in such denominations as may be reasonably requested by the Holder hereof, shall be registered in the name of such Holder and shall bear a restrictive legend. If this Warrant shall have been exercised only in part, then the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Holder a new Warrant or Warrants of like tenor, calling in the aggregate on the face or faces thereof for issuance of the number of Warrant Shares equal (without giving effect to any adjustment therein) hereof. Such certificate shall contain to the legend required number of such shares called for on the face of this Warrant minus the number of such shares so designated by Subsection 3(b) hereofsuch Holder upon such exercise as provided in Section 1.1.

Delivery of Stock Certificates, etc. ON EXERCISE. Any exercise of the Warrants pursuant to Section 4 hereof shall be deemed to have been effective immediately prior to the close of business on the date on which the Warrants with the subscription form and the check for the aggregate Purchase Price shall have been received by the Company; except that the Company shall not be required to open its stock transfer books in order to effect an exercise, and the effective time in such event shall be the date the stock transfer books are reopened. At such time, the person or persons in whose name or names any certificate or certificates for shares of Underlying Securities shall be issuable upon such exercise shall be deemed to have become the holder or holders of record of the shares of Underlying Securities so purchasedExercise. As soon as practicable after the exercise of this Warrant and in any event within five Trading Days thereafter, upon the terms and subject to the conditions of this Warrant, the Company, Company at its expense (including the payment by it of any applicable issue or stamp taxes), ) will cause to be issued in the name of, of and delivered toto the Holder, or as the purchasing WarrantholderHolder (upon payment by the Holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of fully paid and nonassessable shares of the Underlying Securities Common Stock (or Other Securities) to which such Warrantholder the Holder shall be entitled upon on such exercise, plus in such denominations as may be requested by the Holder, plus, in lieu of any fractional share to which such Warrantholder the Holder would otherwise be entitled, cash in an amount determined equal to such fraction multiplied by the then Current Fair Market Value of one full share, together with any other stock or Other Securities or any property (including cash, where applicable) to which the Holder is entitled upon such exercise pursuant to Subsection 7(hSection 1 or otherwise. The Company shall pay any taxes and other governmental charges that may be imposed under the laws of the United States of America or any political subdivision or taxing authority thereof or therein in respect of the issue or delivery of shares of Common Stock (or Other Securities) or payment of cash upon exercise of this Warrant (other than income taxes imposed on the Holder). The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant or payment of cash to any Person other than the Holder, and in case of such transfer or payment the Company shall not be required to deliver any certificate for shares of Common Stock (or Other Securities) upon such exercise or pay any cash until such tax or charge has been paid or it has been established to the Company's reasonable satisfaction that no such tax or charge is due. Upon exercise of this Warrant as provided herein, the Company's obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such exercise. Such certificate If the Company fails to issue and deliver the certificates for the Common Stock to the Holder pursuant to the first sentence of this paragraph as and when required to do so, in addition to any other liabilities the Company may have hereunder and under applicable law, the Company shall contain pay or reimburse the legend required Holder on demand for all out-of-pocket expenses, including, without limitation, fees and expenses of legal counsel, incurred by Subsection 3(b) hereofthe Holder as a result of such failure.

Delivery of Stock Certificates, etc. ON EXERCISE. Any exercise of the Warrants pursuant to Section 4 hereof shall be deemed to have been effective immediately prior to the close of business on the date on which the Warrants with the subscription form and the check for the aggregate Purchase Price shall have been received by the Company; except that the Company shall not be required to open its stock transfer books in order to effect an exercise, and the effective time in such event shall be the date the stock transfer books are reopened. At such time, the person or persons in whose name or names any certificate or certificates for shares of Underlying Securities shall be issuable upon such exercise shall be deemed to have become the holder or holders of record of the shares of Underlying Securities so purchased. As soon as practicable after the exercise of any this Warrant, in whole or in part, and in any event within five (5) Business Days thereafter, the Company, Company at its expense (including the payment by it of any applicable issue taxes), will cause to be issued to and delivered or registered in the name ofof the Holder hereof or, and delivered tosubject to Section 3, the purchasing Warrantholderas such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of the Underlying Securities Common Stock to which such Warrantholder Holder shall be entitled upon such exerciseexercise plus, plus in lieu of any fractional share to which such Warrantholder Holder would otherwise be entitled, cash in an amount determined equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise. If the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and so long as certificates issued pursuant the exercise hereof do not bear a legend and the Holder is not obligated to Subsection 7(hreturn such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the Warrant Shares so purchased to the Holder by crediting the account of the Holder with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver to the Holder physical certificates representing the Warrant Shares so purchased. Further, the Holder may instruct the Company to deliver to the Holder physical certificates representing the Warrant Shares so purchased in lieu of delivering such shares by way of DTC Transfer. Any certificates so delivered shall be in such denominations as may be reasonably requested by the Holder hereof, shall be registered in the name of such Holder and shall bear a restrictive legend. If this Warrant shall have been exercised only in part, then the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Holder a new Warrant or Warrants of like tenor, 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 therein) hereof. Such certificate shall contain to the legend required number of such shares called for on the face of this Warrant minus the number of such shares so designated by Subsection 3(b) hereofsuch Holder upon such exercise as provided in Section 1.1.

Delivery of Stock Certificates, etc. ON EXERCISE. Any exercise of the Warrants pursuant to Section 4 hereof shall be deemed to have been effective immediately prior to the close of business on the date on which the Warrants with the subscription form and the check for the aggregate Purchase Price shall have been received by the Company; except that the Company shall not be required to open its stock transfer books in order to effect an exercise, and the effective time in such event shall be the date the stock transfer books are reopened. At such time, the person or persons in whose name or names any certificate or certificates for shares of Underlying Securities shall be issuable upon such exercise shall be deemed to have become the holder or holders of record of the shares of Underlying Securities so purchased. As soon as practicable practicable, but no later than five Business Days after the each exercise of any a Warrant, in whole or in part, except as otherwise provided in Section 7.1.4, the Company, Company at its expense (including the payment by it of any applicable issue taxes), ) will cause to be issued in the name of, of and delivered toto the holder thereof or, subject to the purchasing Warrantholderprovisions of the Exchange Agreement, as such holder (upon payment by such holder of any applicable transfer taxes and subject to Section 6 above) may direct: (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of the Underlying Securities Warrant Shares (or Other Securities) to which such Warrantholder holder shall be entitled upon such exerciseexercise plus, plus in lieu of any fractional share to which such Warrantholder holder would otherwise be entitled, cash in an amount determined equal to the same fraction of the Current Market Price per share on the Business Day 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 Warrant Shares equal (without giving effect to any adjustment thereof pursuant to Subsection 7(hthe terms hereof) to the number of such shares called for on the face of such Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 7.1.1 hereof. Such certificate ; and (c) in case such exercise is by a partial tender of Notes, replacement Notes in the amount of the outstanding principal balance thereof, dated the date as of which all accrued interest thereon shall contain then most recently have been paid (including any payment effected in connection with a Note tender by including such accrued interest in the legend required calculation provided by Subsection 3(b) hereofSection 7.1.3(i)).

Delivery of Stock Certificates, etc. ON EXERCISE. Any exercise of the Warrants pursuant to Section 4 hereof shall be deemed to have been effective immediately prior to the close of business on the date on which the Warrants with the subscription form and the check for the aggregate Purchase Price shall have been received by the Company; except that the Company shall not be required to open its stock transfer books in order to effect an exercise, and the effective time in such event shall be the date the stock transfer books are reopened. At such time, the person or persons in whose name or names any certificate or certificates for shares of Underlying Securities shall be issuable upon such exercise shall be deemed to have become the holder or holders of record of the shares of Underlying Securities so purchased. As soon as practicable after the exercise of any this Warrant, in whole or in part, and in any event within five (5) Business Days thereafter, the Company, Company at its expense (including the payment by it of any applicable issue taxes), will cause to be issued to and delivered or registered in the name ofof the Holder hereof or, and delivered tosubject to Section 3, the purchasing Warrantholderas such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of the Underlying Securities Warrant Shares to which such Warrantholder Holder shall be entitled upon such exerciseexercise plus, plus in lieu of any fractional share to which such Warrantholder Holder would otherwise be entitled, cash in an amount determined equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise. If the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, and so long as certificates issued pursuant the exercise hereof do not bear a legend and the Holder is not obligated to Subsection 7(hreturn such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the Warrant Shares so purchased to the Holder by crediting the account of the Holder with DTC through its Deposit Withdrawal Agent Commission system (“DTC Transfer”). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver to the Holder physical certificates representing the Warrant Shares so purchased. Further, the Holder may instruct the Company to deliver to the Holder physical certificates representing the Warrant Shares so purchased in lieu of delivering such shares by way of DTC Transfer. Any certificates so delivered shall be in such denominations as may be reasonably requested by the Holder hereof, shall be registered in the name of such Holder and shall bear a restrictive legend. If this Warrant shall have been exercised only in part, then the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Holder a new Warrant or Warrants of like tenor, calling in the aggregate on the face or faces thereof for issuance of the number of Warrant Shares equal (without giving effect to any adjustment therein) hereof. Such certificate shall contain to the legend required number of such shares called for on the face of this Warrant minus the number of such shares so designated by Subsection 3(b) hereofsuch Holder upon such exercise as provided in Section 1.1.

Delivery of Stock Certificates, etc. ON EXERCISE. Any exercise of the Warrants pursuant to Section 4 hereof shall be deemed to have been effective effected immediately prior to the close of business on the date on which the Warrants with the subscription form and the check for the aggregate Purchase Price shall have been received by the Company; except that the Company shall not be required to open its stock transfer books in order to effect an exercise, and the effective time in such event shall be the date the stock transfer books are reopened. At such time, the person or persons in whose name or names any certificate or certificates for shares of Underlying Common Stock or Other Securities shall be issuable upon such exercise shall be deemed to have become the holder or holders of record of the shares of Underlying Common Stock or Other Securities so purchased. As soon as practicable after the exercise of any WarrantWarrant in full or in part, and in any event within ten days thereafter, the Company, 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, to the purchasing Warrantholder, a certificate or certificates for the number of fully paid and nonassessable shares of the Underlying Common Stock or Other Securities to which such Warrantholder shall be entitled upon such exercise, plus in lieu of any fractional share to which such Warrantholder would otherwise be entitled, cash in an amount determined pursuant to Subsection 7(h7(i), together with any other stock or other securities and property (including cash, where applicable) hereof. Such certificate shall contain the legend required by Subsection 3(b) hereofto which holder is entitled upon such exercise pursuant to Section 6 below or otherwise.

Delivery of Stock Certificates, etc. ON EXERCISE. Any The Company agrees that the shares of Common Stock purchased upon exercise of the Warrants pursuant to Section 4 hereof this Warrant shall be deemed to have been effective immediately prior be issued to the Holder as the record owner of such shares as of the close of business on the date on which the Warrants with the subscription form and the check for the aggregate Purchase Price this Warrant shall have been received by the Company; except that the Company shall not be required to open its stock transfer books surrendered and payment made for such shares in order to effect an exercise, and the effective time in such event shall be the date accordance herewith unless the stock transfer books are reopened. At of the Company shall then be closed (but, solely as required by applicable securities law or the regulations of the market on which the Company's Common Stock is traded),, in which event such time, the person or persons in whose name or names any certificate or certificates for shares of Underlying Securities shall be issuable upon such exercise Common Stock shall be deemed to have become outstanding on the holder or holders of record first day thereafter on which the stock transfer books of the shares of Underlying Securities so purchasedCompany shall then be open. As soon as practicable after the exercise of this Warrant in full or in part, and in any Warrantevent within three (3) business days thereafter, the Company, Company at its expense (including the payment by it of any applicable issue taxes), ) will cause to be issued in the name of, of and delivered toto the Holder, the purchasing Warrantholderor as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly and validly issued, fully paid and nonassessable shares of the Underlying Securities Common Stock (or Other Securities) to which such Warrantholder Holder shall be entitled upon on such exercise, plus plus, in lieu of any fractional share to which such Warrantholder holder would otherwise be entitled, cash in an amount determined equal to such fraction multiplied by the then Fair Market Value of one full share, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Subsection 7(h) hereof. Such certificate shall contain the legend required by Subsection 3(b) hereofSection 1 or otherwise.

Delivery of Stock Certificates, etc. ON EXERCISE. Any exercise of the Warrants pursuant to Section 4 hereof shall be deemed to have been effective immediately prior to the close of business on the date on which the Warrants with the subscription form and the check for the aggregate Purchase Price shall have been received by the Company; except that the Company shall not be required to open its stock transfer books in order to effect an exercise, and the effective time in such event shall be the date the stock transfer books are reopened. At such time, the person or persons in whose name or names any certificate or certificates for shares of Underlying Securities shall be issuable upon such exercise shall be deemed to have become the holder or holders of record of the shares of Underlying Securities so purchased. As soon as practicable after the exercise of this Warrant and in any event within three Trading Days thereafter, upon the terms and subject to the conditions of this Warrant, the Company, Company at its expense (including the payment by it of any applicable issue or stamp taxes), ) will cause to be issued in the name of, of and delivered toto the Holder, or as the purchasing WarrantholderHolder (upon payment by the Holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of fully paid and nonassessable shares of the Underlying Securities Common Stock (or Other Securities) to which such Warrantholder the Holder shall be entitled upon on such exercise, plus in such denominations as may be requested by the Holder, plus, in lieu of any fractional share to which such Warrantholder the Holder would otherwise be entitled, cash in an amount determined equal to such fraction multiplied by the then Current Fair Market Value of one full share, together with any other stock or other securities or any property (including cash, where applicable) to which the Holder is entitled upon such exercise pursuant to Subsection 7(h) Section 1 or otherwise. Upon exercise of this Warrant as provided herein, the Company's obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such exercise. Such certificate If the Company fails to issue and deliver the certificates for the Common Stock to the Holder pursuant to the first sentence of this paragraph as and when required to do so, in addition to any other liabilities the Company may have hereunder and under applicable law, the Company shall contain pay or reimburse the legend required Holder on demand for all out-of-pocket expenses including, without limitation, fees and expenses of legal counsel incurred by Subsection 3(b) hereofthe Holder as a result of such failure.

Delivery of Stock Certificates, etc. ON EXERCISE. Any exercise of the Warrants pursuant to Section 4 hereof shall be deemed to have been effective immediately prior to the close of business on the date on which the Warrants with the subscription form and the check for the aggregate Purchase Price shall have been received by the Company; except that the Company shall not be required to open its stock transfer books in order to effect an exercise, and the effective time in such event shall be the date the stock transfer books are reopened. At such time, the person or persons in whose name or names any certificate or certificates for shares of Underlying Securities shall be issuable upon such exercise shall be deemed to have become the holder or holders of record of the shares of Underlying Securities so purchased. As soon as practicable practicable, but no later than five Business Days after the each exercise of any a Warrant, in whole or in part, except as otherwise provided in Section 7.1.4 hereof, the Company, Company at its expense (including the payment by it of any applicable issue taxes), through its transfer agent, EquiServe Trust Company, N.A., will cause to be issued in the name of, of and delivered toto the holder thereof or, subject to the purchasing Warrantholderprovisions of the Exchange Agreement, as such holder (upon payment by such holder of any applicable transfer taxes and subject to Section 6 above) may direct: (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of the Underlying Securities Warrant Shares (or Other Securities) to which such Warrantholder holder shall be entitled upon such exerciseexercise plus, plus in lieu of any fractional share to which such Warrantholder holder would otherwise be entitled, cash in an amount determined equal to the same fraction of the Current Market Price per share on the Business Day 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 Warrant Shares equal (without giving effect to any adjustment thereof pursuant to Subsection 7(hthe terms hereof) to the number of such shares called for on the face of such Warrant minus the number of such shares designated by the holder upon such exercise as provided in Section 7.1.1 hereof. Such certificate The Company shall contain advise the legend required by Subsection 3(b) hereofWarrant Agent of any such exercise and shall deliver to the Warrant Agent for cancellation any exercised Warrant Certificate, or in the case of any exercise of a Global Warrant, shall instruct the Warrant Agent in writing as to the adjustment of the outstanding balance of such Global Warrant.

Delivery of Stock Certificates, etc. ON EXERCISEon Exercise. Any exercise of the Warrants pursuant to Section 4 hereof shall be deemed to have been effective immediately prior to the close of business on the date on which the Warrants with the subscription form and the check cheque for the aggregate Purchase Price shall have been received by the Company; except that the Company shall not be required to open its stock transfer books in order to effect an exercise, and the effective time in such event shall be the date the stock transfer books are reopened. At such time, the person or persons in whose name or names any certificate or certificates for shares of Underlying Securities shall be issuable upon such exercise shall be deemed to have become the holder or holders of record of the shares of Underlying Securities so purchased. As soon as practicable after the exercise of any Warrant, 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 purchasing Warrantholder, a certificate or certificates for the number of fully paid and nonassessable shares of the Underlying Securities to which such Warrantholder shall be entitled upon such exercise, plus in lieu of any fractional share to which such Warrantholder would otherwise be entitled, cash in an amount determined pursuant to Subsection 7(h) hereof. Such certificate shall contain the legend required by Subsection 3(b) hereof.

Delivery of Stock Certificates, etc. ON EXERCISEon Exercise. Any The Company agrees that the shares of Common Stock purchased upon exercise of the Warrants pursuant to Section 4 hereof this Warrant shall be deemed to have been effective immediately prior be issued to the Holder as the record owner of such shares as of the close of business on the date on which the Warrants with the subscription form and the check for the aggregate Purchase Price this Warrant shall have been received by the Company; except that the Company shall not be required to open its stock transfer books in order to effect an exercise, surrendered and the effective time in payment made for such event shall be the date the stock transfer books are reopened. At such time, the person or persons in whose name or names any certificate or certificates for shares of Underlying Securities shall be issuable upon such exercise shall be deemed to have become the holder or holders of record of the shares of Underlying Securities so purchasedas aforesaid. As soon as practicable after the exercise of this Warrant in full or in part, and in any Warrantevent within three (3) business days thereafter, the Company, Company at its expense (including the payment by it of any applicable issue taxes), ) will cause to be issued in the name of, of and delivered toto the Holder, the purchasing Warrantholderor as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly and validly issued, fully paid and nonassessable shares of the Underlying Securities Common Stock (or Other Securities) to which such Warrantholder Holder shall be entitled upon on such exercise, plus plus, in lieu of any fractional share to which such Warrantholder holder would otherwise be entitled, cash in an amount determined equal to such fraction multiplied by the then Fair Market Value of one full share, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Subsection 7(hSection 1 or otherwise. The certificates for the number of shares of Common Stock (or Other Securities) hereof. Such certificate shall contain the bear a legend required or advisable under federal and state securities laws. The Holder agrees that if the Registration Statement (as defined in the Registration Rights Agreement) is then currently effective or if the shares of Common Stock are eligible for sale pursuant to Rule 144 under the Securities Act of 1933, as amended, the Holder shall (i) sell, transfer or dispose of the shares of Common Stock it receives as a result of the exercise of this Warrant pursuant to the Registration Statement in accordance with the plan of distribution described therein (such plan of distribution shall be substantially in the form attached hereto as Exhibit C) or the provisions of Rule 144, as applicable, and (ii) fulfill applicable prospectus delivery requirements imposed by Subsection 3(b) hereofapplicable federal securities laws.

Delivery of Stock Certificates, etc. ON EXERCISE. Any The Company agrees that the shares of Common Stock purchased upon exercise of the Warrants pursuant to Section 4 hereof this Warrant shall be deemed to have been effective immediately prior be issued to the Holder as the record owner of such shares as of the close of business on the date on which the Warrants with the subscription form and the check for the aggregate Purchase Price this Warrant shall have been received by the Company; except that the Company shall not be required to open its stock transfer books surrendered and payment made for such shares in order to effect an exercise, and the effective time in such event shall be the date accordance herewith unless the stock transfer books are reopened. At of the Company shall then be closed (but, solely as required by applicable securities law or the regulations of the market on which the Company's Common Stock is traded), in which event such time, the person or persons in whose name or names any certificate or certificates for shares of Underlying Securities shall be issuable upon such exercise Common Stock shall be deemed to have become outstanding on the holder or holders of record first day thereafter on which the stock transfer books of the shares of Underlying Securities so purchasedCompany shall then be open. As soon as practicable after the exercise of this Warrant in full or in part, and in any Warrantevent within three (3) business days thereafter, the Company, Company at its expense (including the payment by it of any applicable issue taxes), ) will cause to be issued in the name of, of and delivered toto the Holder, the purchasing Warrantholderor as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly and validly issued, fully paid and nonassessable shares of the Underlying Securities Common Stock (or Other Securities) to which such Warrantholder Holder shall be entitled upon on such exercise, plus plus, in lieu of any fractional share to which such Warrantholder holder would otherwise be entitled, cash in an amount determined equal to such fraction multiplied by the then Fair Market Value of one full share, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Subsection 7(h) hereof. Such certificate shall contain the legend required by Subsection 3(b) hereofSection 1 or otherwise.

Delivery of Stock Certificates, etc. ON EXERCISE. Any exercise of the Warrants pursuant to Section 4 hereof shall be deemed to have been effective immediately prior to the close of business on the date on which the Warrants with the subscription form and the check for the aggregate Purchase Price shall have been received by the Company; except that the Company shall not be required to open its stock transfer books in order to effect an exercise, and the effective time in such event shall be the date the stock transfer books are reopened. At such time, the person or persons in whose name or names any certificate or certificates for shares of Underlying Securities shall be issuable upon such exercise shall be deemed to have become the holder or holders of record of the shares of Underlying Securities so purchased. 1.3.1 As soon as practicable after the exercise of any this Warrant, in whole or in part, and in any event within three (3) trading days after the Companydate of the exercise, the Company at its expense (including the payment by it of any applicable issue issuance taxes), ) will cause to be issued to and delivered or registered in the name ofof the Holder hereof or, and delivered tosubject to Section 4, the purchasing Warrantholderas such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of the Underlying Securities Common Stock to which such Warrantholder Holder shall be entitled upon such exerciseexercise plus, plus in lieu of any fractional share to which such Warrantholder Holder would otherwise be entitled, cash in an amount determined equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise. If the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, the Company shall cause its transfer agent to electronically transmit the Warrant Shares so purchased to the Holder by crediting the account of the Holder with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"), unless such Warrant Shares are required to have a legend and such electronic transmission of legended shares is not permissible. If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver to the Holder physical certificates representing the Warrant Shares so purchased. Further, the Holder may instruct the Company to deliver to the Holder physical certificates representing the Warrant Shares so purchased in lieu of delivering such shares by way of DTC Transfer. Any certificates so delivered shall be in such denominations as may be reasonably requested by the Holder hereof, shall be registered in the name of such Holder and such certificates shall not bear a restrictive legend if (i) the requirements for removal of such restrictive legend set forth in that certain Securities Purchase Agreement (the "Securities Purchase Agreement") dated September 25, 2001, by and between the Company and the other signatories thereto or (ii) the Warrant Shares covered by such certificates may be sold by the Holder pursuant to Subsection 7(hRule 144(k) hereofpromulgated under the Securities Act (or a successor rule). Such If this Warrant shall have been exercised only in part, then the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Holder a new Warrant or Warrants of like tenor, calling in the aggregate on the face or faces thereof for issuance of the number or shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares so designated by such Holder upon such exercise as provided in Section 1.1. 1.3.2 If the Company shall fail for any reason or for no reason to issue to the Holder within three (3) trading days after exercise of the Warrants in accordance with Section 1.3.1, a certificate for the number of Warrant Shares or to credit the Holder's balance account with DTC for such number of Warrant Shares, to which the Holder is entitled upon the Holder's exercise of this Warrant: (a) the Holder will have the right to rescind such exercise; and (b) in addition to any other rights available to the Holder, if after such third 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 the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall contain (1) pay in cash to the legend Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue by Subsection 3(b(B) hereofthe closing bid price of the Common Stock at the time of the obligation giving rise to such purchase obligation and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with a market price on the date of exercise which totaled $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In.

Delivery of Stock Certificates, etc. ON EXERCISEon Exercise. ------------------------------------------------- Any exercise of the Warrants pursuant to Section 4 hereof 5 shall be deemed to have been effective effected immediately prior to the close of business on the date on which the Warrants with the subscription form and the check for the aggregate Purchase Price shall have been received by the Company; except that the Company shall not be required to open its stock transfer books in order to effect an exercise, and the effective time in such event shall be the date the stock transfer books are reopened. At such time, the person or persons in whose name or names any certificate or certificates for shares of Underlying Securities Common Stock shall be issuable upon such exercise shall be deemed to have become the holder or holders of record of the shares of Underlying Securities Common Stock so purchased. As soon as practicable after the exercise of any WarrantWarrant in full or in part, and in any event within ten days thereafter, the Company, 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 purchasing Warrantholder, a certificate or certificates for the number of fully paid and nonassessable shares of the Underlying Securities Common Stock to which such Warrantholder shall be entitled upon such exercise, plus cash in lieu of any fractional share to which such Warrantholder would otherwise be entitled, cash entitled in an amount determined pursuant to Subsection 7(hSection 8(h), together with any other stock or other securities and property (including cash, where applicable) hereof. Such certificate shall contain the legend required by Subsection 3(b) hereofto which such holder is entitled upon such exercise pursuant to Section 7 below or otherwise.