Common use of Duration of Warrants; Minimum Exercise Amounts; Exercise Notice Clause in Contracts

Duration of Warrants; Minimum Exercise Amounts; Exercise Notice. (a) Subject to the limitations set forth herein and in Sections 2.02 and 2.03, each Warrant may be irrevocably exercised in whole but not in part, immediately upon issuance. Subject to the limitations set forth herein and except in the case of automatic exercise or following an Extension Event, each Warrant shall be irrevocably exercised either (A) in the case of Warrants represented by Warrant Certificates ("Definitive Warrants"), on any Business Day during the period from the date of issuance until 3:00 P.M., New York City time, on the earlier of (i) the third Business Day immediately preceding the Expiration Date (as defined below) and (ii) any earlier Delisting Date (as defined herein) by delivering or causing to be delivered to the Warrant Agent (at the Warrant Agent's Window, Attention: Tender Department) the Warrant Certificate representing such Warrant, with the Exercise Notice duly completed and executed by the Registered Holder of such Warrant or (B) in the case of Warrants represented by a Global Warrant Certificate ("Book-entry Warrants"), on any Business Day during the period from the Initial Conversion Date until 3:00 P.M., New York City time, on the earlier of (i) the third Business Day immediately preceding the Expiration Date and (ii) any earlier Delisting Date, by causing (x) such Warrants to be transferred free to the Warrant Agent on the records of the Depository in accordance with the Depository's Deposit/Withdrawal at Custodian procedures, as provided in the Representations Letter, and (y) a duly completed and executed Exercise Notice to be received by the Warrant Agent (the Warrant Agent's facsimile transmission number for such purpose is (212) 946-7682) from a Participant acting, directly or indirectly, on behalf of the Warrantholder (such form of Exercise Notice may be obtained from the Warrant Agent); provided, however, that Exercise Notices are subject to rejection by the Warrant Agent as provided herein. The "Expiration Date" shall be October [__], 1997, subject to an automatic extension of the term of the Warrants as described in Section 2.03(b)(ii). Neither the Warrant Agent nor the Determination Agent will be responsible for any losses resulting from a failure of a brokerage firm or a Participant to properly exercise Warrants on behalf of a Warrantholder.

Duration of Warrants; Minimum Exercise Amounts; Exercise Notice. (a) Subject to the limitations set forth herein and in Sections 2.02 and Section 2.03, each Warrant may be irrevocably exercised in whole but not in part, immediately upon issuance. Subject to the limitations set forth herein and except Except in the case of automatic exercise or following an Extension Eventexercise, each Warrant shall be irrevocably exercised either (A) in the case of Warrants represented by Warrant Certificates ("Definitive Certificated Warrants"), on any New York Business Day during the period from the date of issuance until 3:00 P.M.p.m., New York City time, on the earlier of (iii) the third New York Business Day immediately preceding the date (established in or pursuant to a resolution or resolutions of the Board of Directors of the Company or any committee of such Board duly authorized to act on its behalf (a "Board Resolution" or "Board Resolutions")) upon which the right to exercise the Warrants expires (the "Expiration Date (as defined below) Date"), and (iiiii) any earlier Delisting Date (as defined herein) by delivering or causing to be delivered to the Warrant Agent (at its address as set forth in the Exercise Notice (as defined below) or at such other address as the Warrant Agent's Window, Attention: Tender DepartmentAgent may specify from time to time) the Warrant Certificate representing such Warrant, with the Exercise Notice duly completed and executed by the Registered Holder of such Warrant or (BA) in the case of Warrants represented by a Global Warrant Certificate ("Book-entry Entry Warrants"), on any New York Business Day during the period from the Initial Conversion Date until 3:00 P.M., New York City time, on the earlier of (i) the third New York Business Day immediately preceding the Expiration Date and (ii) any earlier Delisting Date, by causing (x) such Warrants Warrant to be transferred free to the Warrant Agent on the records of the Depository in accordance with the Depository's Deposit/Deposit/ Withdrawal at Custodian procedures, as provided in the Representations Letter, procedures and (y) a duly completed and executed Exercise Notice to be received by the Warrant Agent (the Warrant Agent's facsimile transmission number for such purpose is (212) 946-7682) from a Participant acting, directly or indirectly, on behalf of the Warrantholder (such form of Exercise Notice may be obtained from the Warrant Agent)Warrantholder; provided, however, that Exercise Notices are subject to rejection by the Warrant Agent as provided herein. The In the case of Book-Entry Warrants held through the facilities of Clearstream Banking S.A. ("Clearstream") or the Euroclear System ("Euroclear"), a Warrantholder may exercise each Warrant on any New York Business Day until 3:00 P.M., New York City time, on the earlier of (i) the New York Business Day immediately preceding the Expiration Date and (ii) any Delisting Date" shall , by causing (x) such Warrant to be October [__], 1997, subject transferred to an automatic extension the Warrant Agent in accordance with clause (B) of the term preceding paragraph, by giving appropriate instructions to Clearstream or the participant holding his Warrants in Euroclear, as the case may be, and (y) a duly completed and executed Exercise Notice to be delivered on behalf of the Warrantholder by Clearstream, in the case of Warrants held through Clearstream, or such participant, in the case of Warrants held through Euroclear, to the Warrant Agent. (b) No fewer than the minimum number of Warrants as set forth in each Warrant Certificate may be exercised by or on behalf of any one Warrantholder at any one time, except that no such minimum exercise amount shall apply in the case of automatic exercise on the Expiration Date or a Delisting Date[, or in the case of cancellation of the Warrants as described a result of an Extraordinary Event (as defined herein)]. An Exercise Notice shall be unconditional. Except as provided in Section 2.03(b)(ii2.02(c). Neither , the Warrant Agent nor shall be entitled, with no duty of inquiry, to rely conclusively on any Exercise Notice received by it and on any representation of the Determination Agent will be responsible for any losses resulting from a failure of a brokerage firm or a Participant to properly exercise Warrants on behalf of a Warrantholderexercising Warrantholder contained therein.

Duration of Warrants; Minimum Exercise Amounts; Exercise Notice. (a) Subject to the limitations set forth herein and in Sections 2.02 and 2.03, each Warrant may be irrevocably exercised in whole but not in part, immediately upon issuance. Subject to the limitations set forth herein and except in the case of automatic exercise or following an Extension Event, each Warrant shall be irrevocably exercised either (A) in the case of Warrants represented by Warrant Certificates ("Definitive Warrants"), including Definitive Warrants held through CEDEL (as defined herein) or Euroclear (as defined herein), on any Business Day during the period from the date of issuance until 3:00 P.M., New York City time, on the earlier of (i) the third Business Day immediately preceding the Expiration Date (as defined below) herein), and (ii) the Business Day immediately preceding any earlier Delisting Date (as defined herein) by delivering or causing to be delivered to the Warrant Agent (at the Warrant Agent's Window, Attention: Tender Department) the Warrant Certificate representing such Warrant, with the Exercise Notice duly completed and executed by the Registered Holder of such Warrant (or in the case of Definitive Warrants held through the facilities of CEDEL or Euroclear, by an entity entitled to execute, clear and settle transactions through CEDEL or Euroclear (a "CEDEL or Euroclear Participant"), as the case may be) or (B) in the case of Warrants represented by a Global Warrant Certificate ("Book-entry Warrants"), on any Business Day during the period from the Initial Conversion Date until 3:00 P.M., New York City time, on the earlier of (i) the third Business Day immediately preceding the Expiration Date Date, and (ii) the Business Day immediately preceding any earlier Delisting Date, Date by causing (x) such Warrants to be transferred free to the Warrant Agent on the records of the Depository in accordance with the Depository's Deposit/Withdrawal at Custodian procedures, as provided in the Representations Letter, and (y) a duly completed and executed Exercise Notice to be received by the Warrant Agent (the Warrant Agent's facsimile transmission number for such purpose is (212000) 946000-76820000) from a Participant Participant, in the case of Book-Entry Warrants held through the Depository, or a CEDEL or Euroclear Participant, in the case of such Warrants held through CEDEL or Euroclear, acting, directly or indirectly, on behalf of the Warrantholder (such form of Exercise Notice may be obtained from the Warrant Agent); provided, however, that Exercise Notices are subject to rejection by the Warrant Agent as provided herein. The "Expiration Date" shall be October [August __], 1997, subject to an automatic extension of the term of the Warrants as described in Section 2.03(b)(ii). Neither the Warrant Agent nor the Determination Agent will be responsible for any losses resulting from a failure of a brokerage firm firm, a Participant or a CEDEL or Euroclear Participant to properly exercise Warrants on behalf of a Warrantholder. (b) No fewer than 500 Warrants may be exercised by or on behalf of any one Warrantholder at any one time, except that no such minimum exercise amount shall apply in the case of automatic exercise on or following the Expiration Date or on any Delisting Date, or in the case of cancellation of the Warrants as a result of an Extraordinary Event (as defined herein). A Warrantholder shall not combine Definitive Warrants and Book- entry Warrants or Book-entry Warrants held through more than one Participant to meet the 500 Warrant minimum exercise requirement provided herein. With the exception of the Limit Option, an Exercise Notice shall be unconditional. Except as provided in Section 2.02(c), the Warrant Agent shall be entitled, with no duty of inquiry, to rely conclusively on any Exercise Notice received by it and on any representation of the exercising Warrantholder contained therein.

Duration of Warrants; Minimum Exercise Amounts; Exercise Notice. (a) Subject to the limitations set forth herein and in Sections 2.02 and 2.03Section 2.3, each Warrant may be irrevocably exercised in whole but not in part, immediately upon issuance. Subject to the limitations set forth herein and except Except in the case of automatic exercise or following an Extension Eventexercise, each Warrant shall be irrevocably exercised either (A) in the case of Warrants represented by Warrant Certificates ("Definitive Certificated Warrants"), on any New York Business Day during the period from the date of issuance until 3:00 P.M.p.m., New York City time, on the earlier of (i) the third New York Business Day immediately preceding the date (established in or pursuant to a resolution or resolutions of the Board of Directors of the Company or any committee of such Board duly authorized to act on its behalf (a "Board Resolution" or "Board Resolutions")) upon which the right to exercise the Warrants expires (the "Expiration Date (as defined below) Date"), and (ii) any earlier Delisting Date (as defined herein) by delivering or causing to be delivered to the Warrant Agent (at its address as set forth in the Exercise Notice (as defined below) or at such other address as the Warrant Agent's Window, Attention: Tender DepartmentAgent may specify from time to time) the Warrant Certificate representing such Warrant, with the Exercise Notice duly completed and executed by the Registered Holder of such Warrant or (BA) in the case of Warrants represented by a Global Warrant Certificate ("Book-entry Entry Warrants"), on any New York Business Day during the period from the Initial Conversion Date until 3:00 P.M., New York City time, on the earlier of (i) the third New York Business Day immediately preceding the Expiration Date and (ii) any earlier Delisting Date, by causing (x) such Warrants Warrant to be transferred free to the Warrant Agent on the records of the Depository in accordance with the Depository's Deposit/Deposit/ Withdrawal at Custodian procedures, as provided in the Representations Letter, and (y) a duly completed and executed Exercise Notice to be received by the Warrant Agent (the Warrant Agent's facsimile transmission number for such purpose is (212) 946-7682) from a Participant acting, directly or indirectly, on behalf of the Warrantholder (such form of Exercise Notice may be obtained from the Warrant Agent)Warrantholder; provided, however, that Exercise Notices are subject to rejection by the Warrant Agent as provided herein. The "In the case of Book-Entry Warrants held through the facilities of CEDEL or Euroclear, a Warrantholder may exercise each Warrant on any New York Business Day during the period from the Initial Conversion Date until 3:00 P.M., New York City time, on the earlier of (i) the New York Business Day immediately preceding the Expiration Date and (ii) any Delisting Date" shall , by causing (x) such Warrant to be October [__], 1997, subject transferred to an automatic extension the Warrant Agent in accordance with clause (B) of the term preceding paragraph, by giving appropriate instructions to CEDEL or the participant holding his Warrants in Euroclear, as the case may be, and (y) a duly completed and executed Exercise Notice to be delivered on behalf of the Warrantholder by CEDEL, in the case of Warrants held through CEDEL, or such participant, in the case of Warrants held through Euroclear, to the Warrant Agent. (b) No fewer than the minimum number of Warrants as set forth in each Warrant Certificate may be exercised by or on behalf of any one Warrantholder at any one time, except that no such minimum exercise amount shall apply in the case of automatic exercise on the Expiration Date or a Delisting Date[, or in the case of cancellation of the Warrants as described a result of an Extraordinary Event (as defined herein)]. An Exercise Notice shall be unconditional. Except as provided in Section 2.03(b)(ii2.2(c). Neither , the Warrant Agent nor shall be entitled, with no duty of inquiry, to rely conclusively on any Exercise Notice received by it and on any representation of the Determination Agent will be responsible for any losses resulting from a failure of a brokerage firm or a Participant to properly exercise Warrants on behalf of a Warrantholderexercising Warrantholder contained therein.

Duration of Warrants; Minimum Exercise Amounts; Exercise Notice. (a) Subject to the limitations set forth herein and in Sections 2.02 and 2.03, each Warrant may be irrevocably exercised in whole but not in part, immediately upon issuance. Subject to the limitations set forth herein and except in the case of automatic exercise or following an Extension Event, each Warrant shall be irrevocably exercised either (A) in the case of Warrants represented by Warrant Certificates ("Definitive Warrants"), on any New York Business Day during the period from the date of issuance until 3:00 P.M., New York City time, on the earlier of (i) the third New York Business Day immediately preceding the Expiration Date (as defined below) and (ii) any earlier Delisting Date (as defined herein) by delivering or causing to be delivered to the Warrant Agent (at the Warrant Agent's Window, Attention: Tender Department) the Warrant Certificate representing such Warrant, with the Exercise Notice duly completed and executed by the Registered Holder of such Warrant or (B) in the case of Warrants represented by a Global Warrant Certificate ("Book-entry Warrants"), on any New York Business Day during the period from the Initial Conversion Date until 3:00 P.M., New York City time, on the earlier of (i) the third New York Business Day immediately preceding the Expiration Date and (ii) any earlier Delisting Date, by causing (x) such Warrants to be transferred free to the Warrant Agent on the records of the Depository in accordance with the Depository's Deposit/Withdrawal at Custodian procedures, as provided in the Representations Letter, and (y) a duly completed and executed Exercise Notice to be received by the Warrant Agent (the Warrant Agent's facsimile transmission number for such purpose is (212) 946-7682) from a Participant acting, directly or indirectly, on behalf of the xx xxxxxx xx xhe Warrantholder (such form of Exercise Notice may be obtained from the Warrant Agent); provided, however, that Exercise Notices are subject to rejection by the Warrant Agent as provided herein. The "Expiration Date" shall be October [__], 1997, subject to an automatic extension of the term of the Warrants as described in Section 2.03(b)(ii). . Neither the Warrant Agent nor the Determination Agent will be responsible for any losses resulting from a failure of a brokerage firm or a Participant to properly exercise Warrants on behalf of a Warrantholder.

Duration of Warrants; Minimum Exercise Amounts; Exercise Notice. (a) Subject to the limitations set forth herein and in Sections 2.02 and Section 2.03, each Warrant may be irrevocably exercised in whole but not in part, immediately upon issuance. Subject to the limitations set forth herein and except Except in the case of automatic exercise or following an Extension Eventexercise, each Warrant shall be irrevocably exercised either (A) in the case of Warrants represented by Warrant Certificates ("Definitive Certificated Warrants"), on any New York Business Day during the period from the date of issuance until 3:00 P.M.p.m., New York City time, on the earlier of (i) the third New York Business Day immediately preceding the date (established in or pursuant to a resolution or resolutions of the Board of Directors of the Company or any committee of such Board duly authorized to act on its behalf (a "Board Resolution" or "Board Resolutions")) upon which the right to exercise the Warrants expires (the "Expiration Date (as defined below) Date"), and (ii) any earlier Delisting Date (as defined herein) by delivering or causing to be delivered to the Warrant Agent (at its address as set forth in the Exercise Notice (as defined below) or at such other address as the Warrant Agent's Window, Attention: Tender DepartmentAgent may specify from time to time) the Warrant Certificate representing such Warrant, with the Exercise Notice duly completed and executed by the Registered Holder of such Warrant or (B) in the case of Warrants represented by a Global Warrant Certificate ("Book-entry Entry Warrants"), on any New York Business Day during the period from the Initial Conversion Date until 3:00 P.M., New York City time, on the earlier of (i) the third New York Business Day immediately preceding the Expiration Date and (ii) any earlier Delisting Date, by causing (x) such Warrants Warrant to be transferred free to the Warrant Agent on the records of the Depository in accordance with the Depository's Deposit/Withdrawal at Custodian procedures, as provided in the Representations Letter, procedures and (y) a duly completed and executed Exercise Notice to be received by the Warrant Agent (the Warrant Agent's facsimile transmission number for such purpose is (212) 946-7682) from a Participant acting, directly or indirectly, on behalf of the Warrantholder (such form of Exercise Notice may be obtained from the Warrant Agent)Warrantholder; provided, however, that Exercise Notices are subject to rejection by the Warrant Agent as provided herein. The In the case of Book-Entry Warrants held through the facilities of Clearstream Banking S.A. ("Clearstream") or the Euroclear System ("Euroclear"), a Warrantholder may exercise each Warrant on any New York Business Day until 3:00 P.M., New York City time, on the earlier of (i) the New York Business Day immediately preceding the Expiration Date and (ii) any Delisting Date" shall , by causing (x) such Warrant to be October [__], 1997, subject transferred to an automatic extension the Warrant Agent in accordance with clause ) of the term preceding paragraph, giving appropriate instructions to Clearstream or the participant holding his Warrants in Euroclear, as the case may be, and (y) a duly completed and executed Exercise Notice to be delivered on behalf of the Warrantholder by Clearstream, in the case of Warrants held through Clearstream, or such participant, in the case of Warrants held through Euroclear, to the Warrant Agent (b) No fewer than the minimum number of Warrants as set forth in each Warrant Certificate may be exercised by or on behalf of any one Warrantholder at any one time, except that no such minimum exercise amount shall apply in the case of automatic exercise on the Expiration Date or a Delisting Date, or in the case of cancellation of the Warrants as described a result of an Extraordinary Event (as defined herein). With the exception of the Limit Option, an Exercise Notice shall be unconditional. Except as provided in Section 2.03(b)(ii2.02(c). Neither , the Warrant Agent nor shall be entitled, with no duty of inquiry, to rely conclusively on any Exercise Notice received by it and on any representation of the Determination Agent will be responsible for any losses resulting from a failure of a brokerage firm or a Participant to properly exercise Warrants on behalf of a Warrantholderexercising Warrantholder contained therein.

Duration of Warrants; Minimum Exercise Amounts; Exercise Notice. (a) Subject to the limitations set forth herein and in Sections 2.02 and Section 2.03, each Warrant may be irrevocably exercised in whole but not in part, immediately upon issuance. Subject to the limitations set forth herein and except Except in the case of automatic exercise or following an Extension Eventexercise, each Warrant shall be irrevocably exercised either (A) in the case of Warrants represented by Warrant Certificates ("Definitive Certificated Warrants"), on any New York Business Day during the period from the date of issuance until 3:00 P.M.p.m., New York City time, on the earlier of (i) the third New York Business Day immediately preceding the date (established in or pursuant to a resolution or resolutions of the Board of Directors of the Company or any committee of such Board duly authorized to act on its behalf (a "Board Resolution" or "Board Resolutions")) upon which the right to exercise the Warrants expires (the "Expiration Date (as defined below) Date"), and (ii) any earlier Delisting Date (as defined herein) by delivering or causing to be delivered to the Warrant Agent (at its address as set forth in the Exercise Notice (as defined below) or at such other address as the Warrant Agent's Window, Attention: Tender DepartmentAgent may specify from time to time) the Warrant Certificate representing such Warrant, with the Exercise Notice duly completed and executed by the Registered Holder of such Warrant or (B) in the case of Warrants represented by a Global Warrant Certificate ("Book-entry Entry Warrants"), on any New York Business Day during the period from the Initial Conversion Date until 3:00 P.M., New York City time, on the earlier of (i) the third New York Business Day immediately preceding the Expiration Date and (ii) any earlier Delisting Date, by causing (x) such Warrants Warrant to be transferred free to the Warrant Agent on the records of the Depository in accordance with the Depository's Deposit/Withdrawal at Custodian procedures, as provided in the Representations Letter, procedures and (y) a duly completed and executed Exercise Notice to be received by the Warrant Agent (the Warrant Agent's facsimile transmission number for such purpose is (212) 946-7682) from a Participant acting, directly or indirectly, on behalf of the Warrantholder (such form of Exercise Notice may be obtained from the Warrant Agent)Warrantholder; provided, however, that Exercise Notices are subject to rejection by the Warrant Agent as provided herein. The In the case of Book-Entry Warrants held through the facilities of Clearstream Banking S.A. ("Clearstream") or the Euroclear System ("Euroclear"), a Warrantholder may exercise each Warrant on any New York Business Day until 3:00 P.M., New York City time, on the earlier of (i) the New York Business Day immediately preceding the Expiration Date and (ii) any Delisting Date" shall , by causing (x) such Warrant to be October [__], 1997, subject transferred to an automatic extension the Warrant Agent in accordance with clause (B) of the term preceding paragraph, by giving appropriate instructions to Clearstream or the participant holding his Warrants in Euroclear, as the case may be, and (y) a duly completed and executed Exercise Notice to be delivered on behalf of the Warrantholder by Clearstream in the case of Warrants held through Clearstream, or such participant, in the case of Warrants held through Euroclear, to the Warrant Agent. (b) No fewer than the minimum number of Warrants as set forth in each Warrant Certificate may be exercised by or on behalf of any one Warrantholder at any one time, except that no such minimum exercise amount shall apply in the case of automatic exercise on the Expiration Date or a Delisting Date[, or in the case of cancellation of the Warrants as described a result of an Extraordinary Event (as defined herein)]. An Exercise Notice shall be unconditional. Except as provided in Section 2.03(b)(ii2.02(c). Neither , the Warrant Agent nor shall be entitled, with no duty of inquiry, to rely conclusively on any Exercise Notice received by it and on any representation of the Determination Agent will be responsible for any losses resulting from a failure of a brokerage firm or a Participant to properly exercise Warrants on behalf of a Warrantholderexercising Warrantholder contained therein.

Duration of Warrants; Minimum Exercise Amounts; Exercise Notice. (a) Subject to the limitations set forth herein and in Sections 2.02 and Section 2.03, each Warrant may be irrevocably exercised in whole but not in part, immediately upon issuance. Subject at or prior to the limitations set forth herein and except in the case of automatic exercise or following an Extension Event3:00 p.m., each Warrant shall be irrevocably exercised either (A) in the case of Warrants represented by Warrant Certificates ("Definitive Warrants")New York City time, on any New York Business Day during the period (as defined herein) from the its date of issuance until 3:00 P.M.p.m., New York City time, on the earlier of (i) the third New York Business Day immediately preceding October __, 1997 (the "Expiration Date (as defined belowDate") and (ii) any earlier the Delisting Date (as defined herein). Except in the event of automatic exercise, each Warrant shall be irrevocably exercised either (i) in the case of Warrants represented by delivering Warrant Certificates ("Certificated Warrants"), including Certificated Warrants held through CEDEL (as defined herein) or causing to be delivered Euroclear (as defined herein), by surrender to the Warrant Agent (at its address as set forth in such Exercise Notice (as defined herein) or at such other address as the Warrant Agent's Window, Attention: Tender DepartmentAgent may specify from time to time) of the Warrant Certificate representing such Warrant, with the Exercise Notice duly completed and executed by the Registered Holder of such Warrant (or, in the case of Warrant Certificates held through the facilities of CEDEL or Euroclear, by CEDEL as a Euroclear participant, as the case may be) or (Bii) in the case of Warrants represented by a the Global Warrant Certificate ("Book-entry Entry Warrants"), on any Business Day during the period from the Initial Conversion Date until 3:00 P.M., New York City time, on the earlier of (i) the third Business Day immediately preceding the Expiration Date and (ii) any earlier Delisting Date, upon receipt by causing (x) such Warrants to be transferred free to the Warrant Agent of such Warrant delivered free on the records of the Depository in accordance with the Depository's Deposit/Withdrawal at Custodian procedures, as provided in the Representations Letter, and (y) a duly completed and executed Exercise Notice to be received by the Warrant Agent (the Warrant Agent's facsimile transmission number for Depository Participant Account (entitled Citibank, N. A. Corporate Trust Warrant Agent Account, No. [2659], or such purpose is (212) 946-7682) from a Participant acting, directly or indirectly, on behalf of other account at the Warrantholder (such form of Exercise Notice may be obtained from the Warrant Agent); provided, however, that Exercise Notices are subject to rejection by Depository as the Warrant Agent as provided herein. The shall designate in writing to the Depository) (the "Expiration Date" shall be October [__], 1997, subject Warrant Account") pursuant to an automatic extension of Exercise Notice to the term of the Warrants as described in Section 2.03(b)(ii). Neither the Warrant Agent nor the Determination Agent will be responsible for any losses resulting from a failure of a brokerage firm or a Participant to properly exercise Warrants on behalf of a Warrantholder.Warrant

Duration of Warrants; Minimum Exercise Amounts; Exercise Notice. (a) Subject to the limitations set forth herein and in Sections 2.02 and 2.03Section 2.3, each Warrant may be irrevocably exercised in whole but not in part, immediately upon issuance. Subject to the limitations set forth herein and except Except in the case of automatic exercise or following an Extension Eventexercise, each Warrant shall be irrevocably exercised either (A) in the case of Warrants represented by Warrant Certificates ("Definitive Certificated Warrants"), on any New York Business Day during the period from the date of issuance until 3:00 P.M.p.m., New York City time, on the earlier of (i) the third New York Business Day immediately preceding the date (established in or pursuant to a resolution or resolutions of the Board of Directors of the Company or any committee of such Board duly authorized to act on its behalf (a "Board Resolution" or "Board Resolutions")) upon which the right to exercise the Warrants expires (the "Expiration Date (as defined below) Date"), and (ii) any earlier Delisting Date (as defined herein) by delivering or causing to be delivered to the Warrant Agent (at its address as set forth in the Exercise Notice (as defined below) or at such other address as the Warrant Agent's Window, Attention: Tender DepartmentAgent may specify from time to time) the Warrant Certificate representing such Warrant, with the Exercise Notice duly completed and executed by the Registered Holder of such Warrant or (B) in the case of Warrants represented by a Global Warrant Certificate ("Book-entry Entry Warrants"), on any New York Business Day during the period from the Initial Conversion Date until 3:00 P.M., New York City time, on the earlier of (i) the third New York Business Day immediately preceding the Expiration Date and (ii) any earlier Delisting Date, by causing (x) such Warrants Warrant to be transferred free to the Warrant Agent on the records of the Depository in accordance with the Depository's Deposit/Withdrawal at Custodian procedures, as provided in the Representations Letter, and (y) a duly completed and executed Exercise Notice to be received by the Warrant Agent (the Warrant Agent's facsimile transmission number for such purpose is (212) 946-7682) from a Participant acting, directly or indirectly, on behalf of the Warrantholder (such form of Exercise Notice may be obtained from the Warrant Agent)Warrantholder; provided, however, that Exercise Notices are subject to rejection by the Warrant Agent as provided herein. The "In the case of Book-Entry Warrants held through the facilities of CEDEL or Euroclear, a Warrantholder may exercise each Warrant on any New York Business Day during the period from the Initial Conversion Date until 3:00 P.M., New York City time, on the earlier of (i) the New York Business Day immediately preceding the Expiration Date and (ii) any Delisting Date" shall , by causing (x) such Warrant to be October [__], 1997, subject transferred to an automatic extension the Warrant Agent in accordance with clause (B) of the term preceding paragraph, by giving appropriate instructions to CEDEL or the participant holding his Warrants in Euroclear, as the case may be, and (y) a duly completed and executed Exercise Notice to be delivered on behalf of the Warrantholder by CEDEL, in the case of Warrants held through CEDEL, or such participant, in the case of Warrants held through Euroclear, to the Warrant Agent. (b) No fewer than the minimum number of Warrants as set forth in each Warrant Certificate may be exercised by or on behalf of any one Warrantholder at any one time, except that no such minimum exercise amount shall apply in the case of automatic exercise on the Expiration Date or a Delisting Date[, or in the case of cancellation of the Warrants as described a result of an Extraordinary Event (as defined herein)]. An Exercise Notice shall be unconditional. Except as provided in Section 2.03(b)(ii2.2(c). Neither , the Warrant Agent nor shall be entitled, with no duty of inquiry, to rely conclusively on any Exercise Notice received by it and on any representation of the Determination Agent will be responsible for any losses resulting from a failure of a brokerage firm or a Participant to properly exercise Warrants on behalf of a Warrantholderexercising Warrantholder contained therein.

Duration of Warrants; Minimum Exercise Amounts; Exercise Notice. (a) Subject to the limitations set forth herein and in Sections 2.02 and 2.03Section 2.3, each Warrant may be irrevocably exercised in whole but not in part, immediately upon issuance. Subject to the limitations set forth herein and except Except in the case of automatic exercise or following an Extension Eventexercise, each Warrant shall be irrevocably exercised either (A) in the case of Warrants represented by Warrant Certificates ("Definitive Certificated Warrants"), on any New York Business Day during the period from the date of issuance until 3:00 P.M.p.m., New York City time, on the earlier of (i) the third New York Business Day immediately preceding the date (established in or pursuant to a resolution or resolutions of the Board of Directors of the Company or any committee of such Board duly authorized to act on its behalf (a "Board Resolution" or "Board Resolutions")) upon which the right to exercise the Warrants expires (the "Expiration Date (as defined below) Date"), and (ii) any earlier Delisting Date (as defined herein) by delivering or causing to be delivered to the Warrant Agent (at its address as set forth in the Exercise Notice (as defined below) or at such other address as the Warrant Agent's Window, Attention: Tender DepartmentAgent may specify from time to time) the Warrant Certificate representing such Warrant, with the Exercise Notice duly completed and executed by the Registered Holder of such Warrant or (B) in the case of Warrants represented by a Global Warrant Certificate ("Book-entry Entry Warrants"), on any New York Business Day during the period from the Initial Conversion Date until 3:00 P.M., New York City time, on the earlier of (i) the third New York Business Day immediately preceding the Expiration Date and (ii) any earlier Delisting Date, by causing (x) such Warrants Warrant to be transferred free to the Warrant Agent on the records of the Depository in accordance with the Depository's Deposit/Withdrawal at Custodian procedures, as provided in the Representations Letter, and (y) a duly completed and executed Exercise Notice to be received by the Warrant Agent (the Warrant Agent's facsimile transmission number for such purpose is (212) 946-7682) from a Participant acting, directly or indirectly, on behalf of the Warrantholder (such form of Exercise Notice may be obtained from the Warrant Agent)Warrantholder; provided, however, that Exercise Notices are subject to rejection by the Warrant Agent as provided herein. The "In the case of Book-Entry Warrants held through the facilities of CEDEL or Euroclear, a Warrantholder may exercise each Warrant on any New York Business Day during the period from the Initial Conversion Date until 3:00 P.M., New York City time, on the earlier of (i) the New York Business Day immediately preceding the Expiration Date and (ii) any Delisting Date" shall , by causing (x) such Warrant to be October [__], 1997, subject transferred to an automatic extension the Warrant Agent in accordance with clause ) of the term preceding paragraph, giving appropriate instructions to CEDEL or the participant holding his Warrants in Euroclear, as the case may be, and (y) a duly completed and executed Exercise Notice to be delivered on behalf of the Warrantholder by CEDEL, in the case of Warrants held through CEDEL, or such participant, in the case of Warrants held through Euroclear, to the Warrant Agent (b) No fewer than the minimum number of Warrants as set forth in each Warrant Certificate may be exercised by or on behalf of any one Warrantholder at any one time, except that no such minimum exercise amount shall apply in the case of automatic exercise on the Expiration Date or a Delisting Date, or in the case of cancellation of the Warrants as described a result of an Extraordinary Event (as defined herein). With the exception of the Limit Option, an Exercise Notice shall be unconditional. Except as provided in Section 2.03(b)(ii2.2(c). Neither , the Warrant Agent nor shall be entitled, with no duty of inquiry, to rely conclusively on any Exercise Notice received by it and on any representation of the Determination Agent will be responsible for any losses resulting from a failure of a brokerage firm or a Participant to properly exercise Warrants on behalf of a Warrantholderexercising Warrantholder contained therein.

Duration of Warrants; Minimum Exercise Amounts; Exercise Notice. (a) Subject to the limitations set forth herein and in Sections 2.02 and 2.03Section 2.08, each Warrant may be irrevocably exercised in whole but not in part, immediately upon issuance. Subject at or prior to the limitations set forth herein and except in the case of automatic exercise or following an Extension Event3:00 p.m., each Warrant shall be irrevocably exercised either (A) in the case of Warrants represented by Warrant Certificates ("Definitive Warrants")New York City time, on any Business Day during the period from the date of issuance August -, 1998 until 3:00 P.M.p.m., New York City time, on the earlier of (i) the third fourth Business Day immediately preceding -, 2000 (the "Expiration Date (as defined belowDate") and (ii) any earlier the Delisting Date (as defined herein) ), if any. Except in the event of automatic exercise, each Warrant shall be irrevocably exercised upon receipt by delivering or causing to be delivered to the Warrant Agent (at the Warrant Agent's Window, Attention: Tender Department) the Warrant Certificate representing such Warrant, with the Exercise Notice duly completed and executed by the Registered Holder of such Warrant or (B) in the case of Warrants represented by a Global Warrant Certificate ("Book-entry Warrants"), on any Business Day during the period from the Initial Conversion Date until 3:00 P.M., New York City time, on the earlier of (i) the third Business Day immediately preceding the Expiration Date and (ii) any earlier Delisting Date, by causing (x) such Warrants to be transferred delivered free to the Warrant Agent on the records of the Depository in accordance with the Depository's Deposit/Withdrawal at Custodian procedures, as provided in the Representations Letter, and (y) a duly completed and executed Exercise Notice to be received by the Warrant Agent (the Warrant Agent's facsimile transmission number for Depository Participant Account (entitled Citibank, N. A. Corporate Trust Warrant Agent Account, No. 2659, or such purpose is other account at the Depository as the Warrant Agent shall designate in writing to the Company) (212the "Warrant Account") 946-7682) pursuant to an Exercise Notice to the Warrant Agent from a Participant Participant, in the case of Warrants held through the facilities of the Depository, CEDEL, in the case of Warrants held through CEDEL, or a Euroclear participant, in the case of Warrants held through Euroclear, acting, directly or indirectly, on behalf of the Warrantholder (such form of Exercise Notice may be obtained from the Warrant Agent)Warrantholder; provided, however, that Exercise Notices are subject to rejection by the Warrant Agent as provided herein. The "Expiration Date" Not fewer than - Warrants may be exercised by or on behalf of any one Warrantholder at any one time, except in the event of automatic exercise. An Exercise Notice shall be October [__], 1997, subject to an automatic extension of the term of the Warrants unconditional. Except as described provided in Section 2.03(b)(ii2.02(b). Neither , the Warrant Agent nor shall be entitled, with no duty of inquiry, to rely conclusively on any Exercise Notice received by it. "Exercise Notice" means an irrevocable exercise notice to the Determination Warrant Agent will at its address, which notice shall be responsible for substantially in the form set forth in Exhibit B hereto or such other form as the Company and the Warrant Agent may approve and may be given by facsimile transmission. For purposes of this Agreement, "Business Day" means any losses resulting from day other than a failure of a brokerage firm Saturday or Sunday or a Participant day on which either the Chicago Board Options Exchange (the "CBOE") is not open for securities trading or commercial banks in New York City are required or authorized by law or executive order to properly exercise Warrants on behalf of a Warrantholderremain closed.