Common use of Exercise and Delivery of Warrants Clause in Contracts

Exercise and Delivery of Warrants. (a) Except for Warrants (x) subject to automatic exercise (as described in Section 2.06 hereof), (y) for which exercise is delayed pursuant to Section 2.07(b) hereof or (z) held through the facilities of Clearstream or Euroclear, the “Exercise Date” for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Warrant and Exercise Notice duly completed and in proper form with respect to such Warrant, if received at or prior to 3:00 p.m., New York City time, on such day, or (ii) if the Warrant Agent receives such Warrant and Exercise Notice after 3:00 p.m., New York City time, on a Business Day, then the Business Day following such Business Day. In the case of Warrants held through the facilities of Clearstream or Euroclear, except for Warrants subject to automatic exercise, the “Exercise Date” for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Exercise Notice duly completed and in proper form with respect to such Warrant if such Exercise Notice is received at or prior to 3:00 p.m., New York City time, on such day; provided that the Warrant is received by the Warrant Agent by 3:00 p.m., New York City time, on the Valuation Date, or (ii) if the Warrant Agent receives such Exercise Notice after 3:00 p.m., New York City time, on a Business Day, then the Business Day following such Business Day; provided that the Warrant is received by 3:00 p.m., New York City time, on the Valuation Date relating to exercises of Warrants on the applicable Valuation Day. In the event that a Warrant is received after 3:00 p.m., New York City time, on the applicable Valuation Date, then the Exercise Date for such Warrant will be the day on which such Warrant is received or, if such day is not a Business Day, the following Business Day. In the case of Warrants held through the facilities of Euroclear, (a) participants must also transmit, by facsimile, to the Warrant Agent a copy of the Exercise Notice submitted to Euroclear by 3:00 p.m., New York City time, on the desired Exercise Date and (b) Euroclear must confirm (a “Euroclear Confirmation”) by telex to the Warrant Agent by 9:00 a.m., New York City time, on the applicable Valuation Date that the Warrants will be received by the Warrant Agent on such date; provided that if such telex communication is received after 9:00 a.m., New York City time, on the applicable Valuation Date, the Company will be entitled, in it sole discretion, to direct the Warrant Agent to reject the related Exercise Notice or waive the requirement for timely delivery of such telex communication.

Exercise and Delivery of Warrants. (a) Except for Warrants (x) subject to automatic exercise (as described in Section 2.06 2.07 hereof), (y) for which exercise is delayed pursuant to Section 2.07(b2.08(b) hereof or (z) held through the facilities of Clearstream or Euroclear, and subject to the “Limit Option, the "Exercise Date” " for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Warrant and Exercise Notice duly completed and in proper form with respect to such Warrant, if received at or prior to 3:00 p.m., New York City time, on such day, or (ii) if the Warrant Agent receives such Warrant and Exercise Notice after 3:00 p.m., New York City time, on a Business Day, then the Business Day following such Business Day. In the case of Warrants held through the facilities of Clearstream or Euroclear, except for Warrants subject to automatic exercise, and subject to the “Limit Option, the "Exercise Date” " for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Exercise Notice duly completed and in proper form with respect to such Warrant if such Exercise Notice is received at or prior to 3:00 p.m., New York City time, on such day; provided that the Warrant is received by the Warrant Agent by 3:00 p.m., New York City time, on the Valuation Date, or (ii) if the Warrant Agent receives such Exercise Notice after 3:00 p.m., New York City time, on a Business Day, then the Business Day following such Business Day; provided that the Warrant is received by 3:00 p.m., New York City time, on the Valuation Date relating to exercises of Warrants on the applicable Valuation Day. In the event that a Warrant is received after 3:00 p.m., New York City time, on the applicable Valuation Date, then the Exercise Date for such Warrant will be the day on which such Warrant is received or, if such day is not a Business Day, the following Business Day. In the case of Warrants held through the facilities of Euroclear, (a) participants must also transmit, by facsimile, to the Warrant Agent a copy of the Exercise Notice submitted to Euroclear by 3:00 p.m., New York City time, on the desired Exercise Date and (b) Euroclear must confirm (a “"Euroclear Confirmation”") by telex to the Warrant Agent by 9:00 a.m., New York City time, on the applicable Valuation Date that the Warrants will be received by the Warrant Agent on such date; provided that if such telex communication is received after 9:00 a.m., New York City time, on the applicable Valuation Date, the Company will be entitled, in it sole discretion, entitled to direct the Warrant Agent to reject the related Exercise Notice or waive the requirement for timely delivery of such telex communication.

Exercise and Delivery of Warrants. (a) Except for Warrants (x) subject to automatic exercise (as described in Section 2.06 hereof), (y) for which exercise is delayed pursuant to Section 2.07(b) hereof or (z) held through the facilities of Clearstream CEDEL or Euroclear, and subject to the “Limit Option, the "Exercise Date” " for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Warrant and Exercise Notice duly completed and in proper form with respect to such Warrant, if received at or prior to 3:00 p.m.P.M., New York City time, on such day, or (ii) if the Warrant Agent receives such Warrant and Exercise Notice after 3:00 p.m.P.M., New York City time, on a Business Day, then the Business Day following next succeeding such Business Day. In the case of Warrants held through the facilities of Clearstream CEDEL or Euroclear, except for Warrants subject to automatic exercise, and subject to the “Limit Option, the "Exercise Date” " for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Exercise Notice duly completed and in proper form with respect to such Warrant if such Exercise Notice is received at or prior to 3:00 p.m.P.M., New York City time, on such day; provided that the Warrant is received by the Warrant Agent by 3:00 p.m.P.M., New York City time, on the Valuation DateDate (as defined below), or (ii) if the Warrant Agent receives such Exercise Notice after 3:00 p.m.P.M., New York City time, on a Business Day, then the Business Day following next succeeding such Business Day; provided that the Warrant is received by 3:00 p.m.P.M., New York City time, on the Valuation Date relating to exercises of Warrants on the applicable Valuation such succeeding Business Day. In the event that a Warrant is received after 3:00 p.m.P.M., New York City time, on the applicable Valuation Date, then the Exercise Date for such Warrant will be the day on which such Warrant is received or, if such day is not a Business Day, the following next succeeding Business Day. In the case of Warrants held through the facilities of Euroclear, (a) participants must also transmit, by facsimile, to the Warrant Agent a copy of the Exercise Notice submitted to Euroclear by 3:00 p.m.P.M., New York City time, on the desired Exercise Date and (b) Euroclear must confirm (a “"Euroclear Confirmation”") by telex to the Warrant Agent by 9:00 a.m.A.M., New York City time, on the applicable Valuation Date that the Warrants will be received by the Warrant Agent on such date; provided that if such telex communication is received after 9:00 a.m.A.M., New York City time, on the applicable Valuation Date, the Company will be entitled, in it sole discretion, entitled to direct the Warrant Agent to reject the related Exercise Notice or waive the requirement for timely delivery of such telex communication. The "Valuation Date" for a Warrant will be the first Business Day following the Exercise Date, subject to postponement as a result of the exercise of a number of Warrants exceeding the limits on exercise described in Section 2.09 or pursuant to Section 2.06.

Exercise and Delivery of Warrants. (a) Except for Warrants (x) subject to automatic exercise (as described in Section 2.06 hereof), (y) for which exercise is delayed pursuant to Section 2.07(b) hereof or (z) held through the facilities of Clearstream Cedel or Euroclear, and subject to the “Limit Option, the "Exercise Date” " for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Warrant and Exercise Notice duly completed and in proper form with respect to such Warrant, if received at or prior to 3:00 p.m.P.M., New York City time, on such day, or (ii) if the Warrant Agent receives such Warrant and Exercise Notice after 3:00 p.m.P.M., New York City time, on a Business Day, then the Business Day following next succeeding such Business Day. In the case of Warrants held through the facilities of Clearstream Cedel or Euroclear, except for Warrants subject to automatic exercise, and subject to the “Limit Option, the "Exercise Date” " for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Exercise Notice duly completed and in proper form with respect to such Warrant if such Exercise Notice is received at or prior to 3:00 p.m.P.M., New York City time, on such day; provided that the Warrant is received by the Warrant Agent by 3:00 p.m.P.M., New York City time, on the Valuation DateDate (as defined below), or (ii) if the Warrant Agent receives such Exercise Notice after 3:00 p.m.P.M., New York City time, on a Business Day, then the Business Day following next succeeding such Business Day; provided that the Warrant is received by 3:00 p.m.P.M., New York City time, on the Valuation Date relating to exercises of Warrants on the applicable Valuation such succeeding Business Day. In the event that a Warrant is received after 3:00 p.m.P.M., New York City time, on the applicable Valuation Date, then the Exercise Date for such Warrant will be the day on which such Warrant is received or, if such day is not a Business Day, the following next succeeding Business Day. In the case of Warrants held through the facilities of Euroclear, (a) participants must also transmit, by facsimile, to the Warrant Agent a copy of the Exercise Notice submitted to Euroclear by 3:00 p.m.P.M., New York City time, on the desired Exercise Date and (b) Euroclear must confirm (a “"Euroclear Confirmation”") by telex to the Warrant Agent by 9:00 a.m.A.M., New York City time, on the applicable Valuation Date that the Warrants will be received by the Warrant Agent on such date; provided that if such telex communication is received after 9:00 a.m.A.M., New York City time, on the applicable Valuation Date, the Company will be entitled, in it sole discretion, entitled to direct the Warrant Agent to reject the related Exercise Notice or waive the requirement for timely delivery of such telex communication.to

Exercise and Delivery of Warrants. (a) Except for Warrants (x) subject to automatic exercise (as described in Section 2.06 hereof), (y) for which exercise is delayed pursuant to Section 2.07(b) hereof or (z) held through the facilities of Clearstream Cedel or Euroclear, and subject to the “Limit Option, the "Exercise Date” " for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Warrant and Exercise Notice duly completed and in proper form with respect to such Warrant, if received at or prior to 3:00 p.m., New York City time, on such day, or (ii) if the Warrant Agent receives such Warrant and Exercise Notice after 3:00 p.m., New York City time, on a Business Day, then the Business Day following next succeeding such Business Day. In the case of Warrants held through the facilities of Clearstream Cedel or Euroclear, except for Warrants subject to automatic exercise, and subject to the “Limit Option, the "Exercise Date” " for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Exercise Notice duly completed and in proper form with respect to such Warrant if such Exercise Notice is received at or prior to 3:00 p.m., New York City time, on such day; provided that the Warrant is received by the Warrant Agent by 3:00 p.m., New York City time, on the Valuation DateDate (as defined below), or (ii) if the Warrant Agent receives such Exercise Notice after 3:00 p.m., New York City time, on a Business Day, then the Business Day following next succeeding such Business Day; provided that the Warrant is received by 3:00 p.m., New York City time, on the Valuation Date relating to exercises of Warrants on the applicable Valuation such succeeding Business Day. In the event that a Warrant is received after 3:00 p.m., New York City time, on the applicable Valuation Date, then the Exercise Date for such Warrant will be the day on which such Warrant is received or, if such day is not a Business Day, the following next succeeding Business Day. In the case of Warrants held through the facilities of Euroclear, (a) participants must also transmit, by facsimile, to the Warrant Agent a copy of the Exercise Notice submitted to Euroclear by 3:00 p.m., New York City time, on the desired Exercise Date and (b) Euroclear must confirm (a “"Euroclear Confirmation”") by telex to the Warrant Agent by 9:00 a.m., New York City time, on the applicable Valuation Date that the Warrants will be received by the Warrant Agent on such date; provided that if such telex communication is received after 9:00 a.m., New York City time, on the applicable Valuation Date, the Company will be entitled, in it sole discretion, entitled to direct the Warrant Agent to reject the related Exercise Notice or waive the requirement for timely delivery of such telex communication.

Exercise and Delivery of Warrants. (a) Except for --------------------------------- Warrants (x) subject to automatic exercise (as described in Section 2.06 hereof), (y) for which exercise is delayed pursuant to Section 2.07(b) hereof or (z) held through the facilities of Clearstream Cedel Bank, societe anonyme ("Cedel") or Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator for the Euroclear System ("Euroclear"), the “"Exercise Date” " for a Warrant will shall be (i) the New York Business Day on which the Warrant Agent receives the Warrant and Exercise Notice duly completed and in proper form with respect to such Warrant, if received at or prior to 3:00 p.m.1:00 P.M., New York City time, on such day, or (ii) if the Warrant Agent receives such Warrant and Exercise Notice after 3:00 p.m.1:00 P.M., New York City time, on a New York Business Day, then the first New York Business Day following such New York Business Day. In the case of Warrants held through the facilities of Clearstream Cedel or Euroclear, except for Warrants subject to automatic exercise, the “"Exercise Date” " for a Warrant will shall be (i) the New York Business Day on which the Warrant Agent receives the Exercise Notice duly completed and in proper form with respect to such Warrant if such Exercise Notice is received at or prior to 3:00 p.m.1:00 P.M., New York City time, on such day; , provided that the Warrant is received by the Warrant Agent by 3:00 p.m.1:00 P.M., New York City time, on the Valuation Date, or (ii) if the Warrant Agent receives such Exercise Notice after 3:00 p.m.1:00 P.M., New York City time, on a New York Business Day, then the first New York Business Day following such New York Business Day; , provided that the Warrant is received by 3:00 p.m.1:00 P.M., New York City time, on the Valuation Date relating to exercises of Warrants on the applicable Valuation such succeeding New York Business Day. In the event that a the Warrant is received after 3:00 p.m.1:00 P.M., New York City time, on the applicable Valuation Date, then the Exercise Date for such Warrant will Warrants shall be the first New York Business Day following the day on which such Warrant is received or, if such day is not a Business Day, the following Business DayWarrants are received. In the case of Warrants held through the facilities of Cedel or Euroclear, in order to ensure proper exercise on a given New York Business Day, participants in Cedel or Euroclear must submit exercise instructions to Cedel or Euroclear, as the case may be, by 10:00 A.M., Luxembourg time, in the case of Cedel and by 10:00 A.M., Brussels time (aby telex), or 11:00 A.M., Brussels time (by EUCLID), in the case of Euroclear. In addition, in the case of book-entry exercises by means of the Euroclear System, (i) participants must also transmit, by facsimilefacsimile (facsimile number (201) 262- 7521), to the Warrant Agent a copy of the Exercise Notice submitted to Euroclear by 3:00 p.m.1:00 P.M., New York City time, on the desired Exercise Date and (bii) Euroclear must confirm (a “Euroclear Confirmation”) by telex to the Warrant Agent by 9:00 a.m.A.M., New York City time, on the applicable Valuation Date Date, that the Warrants will be received by the Warrant Agent on such date; provided provided, that if such telex communication is received after 9:00 a.m.A.M., New York City time, on the applicable Valuation Date, the Company will shall be entitled, in it sole discretion, entitled to direct the Warrant Agent to reject the related Exercise Notice or waive the requirement for timely delivery of such telex communication. Any Exercise Notice received after 1:00 P.M., New York City time, on the fourth scheduled Index Calculation Day immediately preceding the Expiration Date shall be void and of no effect and shall be deemed not to have been delivered.

Exercise and Delivery of Warrants. (a) Except for --------------------------------- Warrants (x) subject to automatic exercise (as described in Section 2.06 hereof), (y) for which exercise is delayed pursuant to Section 2.07(b) hereof or (z) held through the facilities of Clearstream Cedel or Euroclear, the “"Exercise Date” " for a Warrant will shall be (i) the New York Business Day on which the Warrant Agent receives the Warrant and Exercise Notice duly completed and in proper form with respect to such Warrant, if received at or prior to 3:00 p.m.1:00 P.M., New York City time, on such day, or (ii) if the Warrant Agent receives such Warrant and Exercise Notice after 3:00 p.m.1:00 P.M., New York City time, on a New York Business Day, then the first New York Business Day following such New York Business Day. In the case of Warrants held through the facilities of Clearstream Cedel or Euroclear, except for Warrants subject to automatic exercise, the “"Exercise Date” " for a Warrant will shall be (i) the New York Business Day on which the Warrant Agent receives the Exercise Notice duly completed and in proper form with respect to such Warrant if such Exercise Notice is received at or prior to 3:00 p.m.1:00 P.M., New York City time, on such day; , provided that the Warrant is received by the Warrant Agent by 3:00 p.m.1:00 P.M., New York City time, on the Valuation Date, or (ii) if the Warrant Agent receives such Exercise Notice after 3:00 p.m.1:00 P.M., New York City time, on a New York Business Day, then the first New York Business Day following such New York Business Day; , provided that the Warrant is received by 3:00 p.m.1:00 P.M., New York City time, on the Valuation Date relating to exercises of Warrants on the applicable Valuation such succeeding New York Business Day. In the event that a the Warrant is received after 3:00 p.m.1:00 P.M., New York City time, on the applicable Valuation Date, then the Exercise Date for such Warrant will Warrants shall be the first New York Business Day following the day on which such Warrant is received or, if such day is not a Business Day, the following Business DayWarrants are received. In the case of Warrants held through the facilities of Cedel or Euroclear, in order to ensure proper exercise on a given New York Business Day, participants in Cedel or Euroclear must submit exercise instructions to Cedel or Euroclear, as the case may be, by 10:00 A.M., Luxembourg time, in the case of Cedel and by 10:00 A.M., Brussels time (aby telex), or 11:00 A.M., Brussels time (by EUCLID), in the case of Euroclear. In addition, in the case of book-entry exercises by means of the Euroclear System, (i) participants must also transmit, by facsimilefacsimile (facsimile number (201) 262- 7521), to the Warrant Agent a copy of the Exercise Notice submitted to Euroclear by 3:00 p.m.1:00 P.M., New York City time, on the desired Exercise Date and (bii) Euroclear must confirm (a “Euroclear Confirmation”) by telex to the Warrant Agent by 9:00 a.m.A.M., New York City time, on the applicable Valuation Date Date, that the Warrants will be received by the Warrant Agent on such date; provided provided, that if such telex communication is received after 9:00 a.m.A.M., New York City time, on the applicable Valuation Date, the Company will shall be entitled, in it sole discretion, entitled to direct the Warrant Agent to reject the related Exercise Notice or waive the requirement for timely delivery of such telex communication. Any notice of exercise received after 1:00 P.M., New York City time, on the second New York Business Day immediately preceding the Expiration Date shall be void and of no effect and shall be deemed not to have been delivered.

Exercise and Delivery of Warrants. (a) Except for --------------------------------- Warrants (x) subject to automatic exercise (as described in Section 2.06 hereof), (y) for which exercise is delayed pursuant to Section 2.07(b) hereof or (z) held through the facilities of Clearstream Cedelbank, or Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator for the Euroclear System ("Euroclear"), the “"Exercise Date” " for a Warrant will shall be (i) the New York Business Day on which the Warrant Agent receives the Warrant and Exercise Notice duly completed and in proper form with respect to such Warrant, if received at or prior to 3:00 p.m.1:00 P.M., New York City time, on such day, or (ii) if the Warrant Agent receives such Warrant and Exercise Notice after 3:00 p.m.1:00 P.M., New York City time, on a New York Business Day, then the first New York Business Day following such New York Business Day. In the case of Warrants held through the facilities of Clearstream Cedelbank or Euroclear, except for Warrants subject to automatic exercise, the “"Exercise Date” " for a Warrant will shall be (i) the New York Business Day on which the Warrant Agent receives the Exercise Notice duly completed and in proper form with respect to such Warrant if such Exercise Notice is received at or prior to 3:00 p.m.1:00 P.M., New York City time, on such day; , provided that the Warrant is received by the Warrant Agent by 3:00 p.m.1:00 P.M., New York City time, on the Valuation DateDay, or (ii) if the Warrant Agent receives such Exercise Notice after 3:00 p.m.1:00 P.M., New York City time, on a New York Business Day, then the first New York Business Day following such New York Business Day; , provided that the Warrant is received by 3:00 p.m.1:00 P.M., New York City time, on the Valuation Date Day relating to exercises of Warrants on the applicable Valuation such succeeding New York Business Day. In the event that a the Warrant is received after 3:00 p.m.1:00 P.M., New York City time, on the applicable Valuation DateDay, then the Exercise Date for such Warrant will Warrants shall be the first New York Business Day following the day on which such Warrant is received or, if such day is not a Business Day, the following Business DayWarrants are received. In the case of Warrants held through the facilities of Cedelbank or Euroclear, in order to ensure proper exercise on a given New York Business Day, participants in Cedelbank or Euroclear must submit exercise instructions to Cedelbank or Euroclear, as the case may be, by 10:00 A.M., Luxembourg time, in the case of Cedelbank and by 10:00 A.M., Brussels time (aby telex), or 11:00 A.M., Brussels time (by EUCLID), in the case of Euroclear. In addition, in the case of book-entry exercises by means of the Euroclear System, (i) participants must also transmit, by facsimilefacsimile (facsimile number (000) 000-0000), to the Warrant Agent a copy of the Exercise Notice submitted to Euroclear by 3:00 p.m.1:00 P.M., New York City time, on the desired Exercise Date and (bii) Euroclear must confirm (a “Euroclear Confirmation”) by telex to the Warrant Agent by 9:00 a.m.A.M., New York City time, on the applicable Valuation Date Day, that the Warrants will be received by the Warrant Agent on such date; provided provided, that if such telex communication is received after 9:00 a.m.A.M., New York City time, on the applicable Valuation DateDay, the Company will shall be entitled, in it sole discretion, entitled to direct the Warrant Agent to reject the related Exercise Notice or waive the requirement for timely delivery of such telex communication. Any Exercise Notice received after 1:00 P.M., New York City time, on the second scheduled Index Calculation Day immediately preceding the Expiration Date shall be void and of no effect and shall be deemed not to have been delivered.

Exercise and Delivery of Warrants. (a) Except for Warrants (x) subject to in the event of automatic exercise (as described on the Expiration Date or the Delisting Date, or in Section 2.06 hereof)the event of an Extraordinary Event or Exercise Limitation Event is declared, (y) for which exercise is delayed or in the event of a postponement pursuant to Section 2.07(b) hereof 2.04, or (z) held through as a result of the facilities exercise of Clearstream or Eurocleara number of Warrants exceeding the limits on exercise set forth in Section 2.04, the “valuation date (the "Valuation Date") for a Warrant shall be the first Index Calculation Date (as defined herein) following the applicable Exercise Date (as defined herein). The "Exercise Date” " for a Warrant will be (i) the New York Business Day on which the Warrant Agent receives has received (i) in the case of Warrants other than those held through the facilities of Centrale de Livraison de Valeurs Mobilieres S.A. ("CEDEL") or the Euroclear System ("Euroclear"), either (A) for Certificated Warrants, the Warrant and Certificate representing such Warrant with the Exercise Notice duly completed and executed or (B) for Book-Entry Warrants, the Warrant with the Exercise Notice duly completed and executed, in proper form with respect either case, at or prior to 3:00 p.m., New York City time (the "Notice Date"); and if the Warrant Agent shall receive any such WarrantWarrant Certificate or Warrant or Exercise Notice after 3:00 p.m., if New York City time, on such New York Business Day, then such Warrant Certificate or Warrant shall be deemed to have been received at or prior to 3:00 p.m., New York City time, on the New York Business Day next succeeding such dayIndex Calculation Date (which shall be considered the Notice Date), and in such event the Valuation Date shall be the next Index Calculation Date following the New York Business Day on which the Warrant Agent is deemed to have received such Warrant Certificate or Warrant together with the Exercise Notice or (ii) if the Warrant Agent receives such Warrant and Exercise Notice after 3:00 p.m., New York City time, on a Business Day, then the Business Day following such Business Day. In in the case of Warrants held through the facilities of Clearstream CEDEL or Euroclear, except for Warrants subject to automatic exercise, the “Exercise Date” for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Exercise Notice duly completed and in proper form with respect to such Warrant if such Exercise Notice is received (by facsimile transmission) at or prior to 3:00 p.m., New York City time, on such day; provided that the Warrant is received by the Warrant Agent by 3:00 p.m., New York City time, on the applicable Valuation Date, or (ii) ; and if the Warrant Agent receives shall receive such Exercise Notice after 3:00 p.m., New York City time, on a Business Dayany Index Calculation Date, then the Exercise Notice shall be deemed to have been received at or prior to 3:00 p.m., New York City time, on the next succeeding New York Business Day (which shall be considered the Notice Date), and in such event the Valuation Date shall be the next Index Calculation Date following such the New York Business Day; provided that Day on which the Warrant Agent is deemed to have received by such Exercise Notice; provided, however, that if the Warrant Agent receives the Warrant or Warrant Certificate after 3:00 p.m., New York City time, on the Valuation Date relating to exercises of Warrants on the applicable Valuation Day. In the event that a Warrant is received after 3:00 p.m., New York City time, on the applicable Valuation Date, then the Exercise Date for such Warrant will shall be the day on which such Warrant is received or, if such day is not a New York Business Day, the following next succeeding New York Business Day. In , and the Valuation Date for such Warrant shall be the first Index Calculation Date following such Exercise Date; provided further, however, that in the case of Warrants held through the facilities of Euroclearexercises by Euroclear participants, (a) participants must also transmitEuroclear must, by facsimile, to the Warrant Agent a copy of the Exercise Notice submitted to Euroclear by 3:00 p.m., New York City time, on the desired Exercise Date and (b) Euroclear must confirm (a “Euroclear Confirmation”) by tested telex to the Warrant Agent by 9:00 a.m., New York City time, on the applicable Valuation Date Date, confirm (a "Euroclear Confirmation") that the Warrants will be received by the Warrant Agent by 3:00 p.m., New York City time, on such date; provided that if Date. If such telex communication Euroclear Confirmation is received after 9:00 a.m., New York City time, on the applicable Valuation Date, the Company will be entitled, in it sole discretion, entitled to direct the Warrant Agent to reject the related Exercise Notice or waive the requirement for timely delivery of such telex communication.Euroclear Confirmation. Any Warrant Certificate or Warrant received after 3:00 p.m., New York City time, on the earlier of (1) the New York Business Day immediately preceding the Expiration Date and (2) the last New York Business Day prior to the effective date on which the Warrants are delisted from, or permanently suspended from trading on (within the meaning of the Securities Exchange Act of 1934 and the rules and regulations of the Securities and Exchange Commission thereunder), the CBOE and not accepted at the same time for listing on another United States national securities exchange (such New York Business Day being the "Delisting Date") (or, in the case of Warrants held through the facilities of CEDEL or Euroclear, after 3:00 p.m., New York City time, on the first Index Calculation Date following such dates), shall be deemed not to have been delivered and the related Exercise Notice shall be void and of no effect; provided, however, that if the Company first receives notice of such

Exercise and Delivery of Warrants. (a) Except for Warrants (x) subject to automatic exercise (as described in Section 2.06 2.05 hereof), (y) for which exercise is delayed pursuant to Section 2.07(b2.06(b) hereof or (z) held through the facilities of Clearstream or Euroclear, the “Exercise Date” for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Warrant and Exercise Notice duly completed and in proper form with respect to such Warrant, if received at or prior to 3:00 p.m., New York City time, on such day, or (ii) if the Warrant Agent receives such Warrant and Exercise Notice after 3:00 p.m., New York City time, on a Business Day, then the Business Day following such Business Day. In the case of Warrants held through the facilities of Clearstream or Euroclear, except for Warrants subject to automatic exercise, the “Exercise Date” for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Exercise Notice duly completed and in proper form with respect to such Warrant if such Exercise Notice is received at or prior to 3:00 p.m., New York City time, on such day; provided that the Warrant is received by the Warrant Agent by 3:00 p.m., New York City time, on the Valuation Date, or (ii) if the Warrant Agent receives such Exercise Notice after 3:00 p.m., New York City time, on a Business Day, then the Business Day following such Business Day; provided that the Warrant is received by 3:00 p.m., New York City time, on the Valuation Date relating to exercises of Warrants on the applicable Valuation Day. In the event that a Warrant is received after 3:00 p.m., New York City time, on the applicable Valuation Date, then the Exercise Date for such Warrant will be the day on which such Warrant is received or, if such day is not a Business Day, the following Business Day. In the case of Warrants held through the facilities of Clearstream or Euroclear, (a) participants must also transmit, by facsimile, to the Warrant Agent a copy of the Exercise Notice submitted to Euroclear Clearstream or Euroclear, as applicable, by 3:00 p.m., New York City time, on the desired Exercise Date and (b) Euroclear Clearstream or Euroclear, as applicable, must confirm (a “Clearstream/Euroclear Confirmation”) by telex to the Warrant Agent by 9:00 a.m., New York City time, on the applicable Valuation Date that the Warrants will be received by the Warrant Agent on such date; provided that if such telex communication is received after 9:00 a.m., New York City time, on the applicable Valuation Date, the Company will be entitled, in it sole discretion, to direct the Warrant Agent to reject the related Exercise Notice or waive the requirement for timely delivery of such telex communication.

Exercise and Delivery of Warrants. (a) Except for --------------------------------- Warrants (x) subject to automatic exercise (as described in Section 2.06 hereof), (y) for which exercise is delayed pursuant to Section 2.07(b) hereof or (z) held through the facilities of Clearstream Cedelbank, or Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator for the Euroclear System ("Euroclear"), the “"Exercise Date” " for a Warrant will shall be (i) the New York Business Day on which the Warrant Agent receives the Warrant and Exercise Notice duly completed and in proper form with respect to such Warrant, if received at or prior to 3:00 p.m.1:00 P.M., New York City time, on such day, or (ii) if the Warrant Agent receives such Warrant and Exercise Notice after 3:00 p.m.1:00 P.M., New York City time, on a New York Business Day, then the first New York Business Day following such New York Business Day. In the case of Warrants held through the facilities of Clearstream Cedelbank or Euroclear, except for Warrants subject to automatic exercise, the “"Exercise Date” " for a Warrant will shall be (i) the New York Business Day on which the Warrant Agent receives the Exercise Notice duly completed and in proper form with respect to such Warrant if such Exercise Notice is received at or prior to 3:00 p.m.1:00 P.M., New York City time, on such day; , provided that the Warrant is received by the Warrant Agent by 3:00 p.m.1:00 P.M., New York City time, on the Valuation DateDay, or (ii) if the Warrant Agent receives such Exercise Notice after 3:00 p.m.1:00 P.M., New York City time, on a New York Business Day, then the first New York Business Day following such New York Business Day; , provided that the Warrant is received by 3:00 p.m.1:00 P.M., New York City time, on the Valuation Date Day relating to exercises of Warrants on the applicable Valuation such succeeding New York Business Day. In the event that a the Warrant is received after 3:00 p.m.1:00 P.M., New York City time, on the applicable Valuation DateDay, then the Exercise Date for such Warrant will Warrants shall be the first New York Business Day following the day on which such Warrant is received or, if such day is not a Business Day, the following Business DayWarrants are received. In the case of Warrants held through the facilities of Cedelbank or Euroclear, in order to ensure proper exercise on a given New York Business Day, participants in Cedelbank or Euroclear must submit exercise instructions to Cedelbank or Euroclear, as the case may be, by 10:00 A.M., Luxembourg time, in the case of Cedelbank and by 10:00 A.M., Brussels time (aby telex), or 11:00 A.M., Brussels time (by EUCLID), in the case of Euroclear. In addition, in the case of book-entry exercises by means of the Euroclear System, (i) participants must also transmit, by facsimilefacsimile (facsimile number (000) 000-0000), to the Warrant Agent a copy of the Exercise Notice submitted to Euroclear by 3:00 p.m.1:00 P.M., New York City time, on the desired Exercise Date and (bii) Euroclear must confirm (a “Euroclear Confirmation”) by telex to the Warrant Agent by 9:00 a.m.A.M., New York City time, on the applicable Valuation Date Day, that the Warrants will be received by the Warrant Agent on such date; provided provided, that if such telex communication is received after 9:00 a.m.A.M., New York City time, on the applicable Valuation DateDay, the Company will shall be entitled, in it sole discretion, entitled to direct the Warrant Agent to reject in writing the related Exercise Notice or waive the requirement for timely delivery of such telex communication. Any Exercise Notice received after 1:00 P.M., New York City time, on the second scheduled Index Calculation Day immediately preceding the Expiration Date shall be void and of no effect and shall be deemed not to have been delivered.

Exercise and Delivery of Warrants. (a) Except for Warrants (x) subject to in the event of automatic exercise (as described on the Expiration Date or the Delisting Date, or in Section 2.06 hereof)the event of an Extraordinary Event or Excercise Limitation Event is declared, (y) for which exercise is delayed or in the event of a postponement pursuant to Section 2.07(b) hereof 2.04, or (z) held through as a result of the facilities exercise of Clearstream or Eurocleara number of Warrants exceeding the limits on exercise set forth in Section 2.04, the “valuation date (the "Valuation Date") for a Warrant shall be the first Index Calculation Date (as defined herein) following the applicable Exercise Date (as defined herein). The "Exercise Date” " for a Warrant will be (i) the New York Business Day on which the Warrant Agent receives has received (i) in the case of Warrants other than those held through the facilities of Centrale de Livraison de Valeurs Mobilieres S.A. ("CEDEL") or the Euroclear System ("Euroclear"), either (A) for Certificated Warrants, the Warrant and Certificate representing such Warrant with the Exercise Notice duly completed and executed or (B) for Book-Entry Warrants, the Warrant with the Exercise Notice duly completed and executed, in proper form with respect either case, at or prior to 3:00 p.m., New York City time (the "Notice Date"); and if the Warrant Agent shall receive any such WarrantWarrant Certificate or Warrant or Exercise Notice after 3:00 p.m., if New York City time, on such New York Business Day, then such Warrant Certificate or Warrant shall be deemed to have been received at or prior to 3:00 p.m., New York City time, on the New York Business Day next succeeding such dayNew York Business Day (which shall be considered the Notice Date), and in such event the Valuation Date shall be the next Index Calculation Date following the New York Business Day on which the Warrant Agent is deemed to have received such Warrant Certificate or Warrant together with the Exercise Notice or (ii) if the Warrant Agent receives such Warrant and Exercise Notice after 3:00 p.m., New York City time, on a Business Day, then the Business Day following such Business Day. In in the case of Warrants held through the facilities of Clearstream CEDEL or Euroclear, except for Warrants subject to automatic exercise, the “Exercise Date” for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Exercise Notice duly completed and in proper form with respect to such Warrant if such Exercise Notice is received (by facsimile transmission) at or prior to 3:00 p.m., New York City time, on such day; provided that the Warrant is received by the Warrant Agent by 3:00 p.m., New York City time, on the applicable Valuation Date, or (ii) ; and if the Warrant Agent receives shall receive such Exercise Notice after 3:00 p.m., New York City time on any Index Calculation Date, then the Exercise Notice shall be deemed to have been received at or prior to 3:00 p.m., New York City time, on a Business Day, then the next succeeding New York Business Day (which shall be considered the Notice Date), and in such event the Valuation Date shall be the next Index Calculation Date following such the New York Business Day; provided that Day on which the Warrant Agent is deemed to have received by such Exercise Notice; provided, however, that if the Warrant Agent receives the Warrant after 3:00 p.m., New York City time, on the Valuation Date relating to exercises of Warrants on the applicable Valuation Day. In the event that a Warrant is received after 3:00 p.m., New York City time, on the applicable Valuation Date, then the Exercise Date for such Warrant will shall be the day on which such Warrant is received or, if such day is not a New York Business Day, the following next succeeding New York Business Day. In , and the Valuation Date for such Warrant shall be the first Index Calculation Date following such Exercise Date; provided further, however, that in the case of Warrants held through the facilities of Euroclearexercises by Euroclear participants, (a) participants must also transmitEuroclear must, by facsimile, to the Warrant Agent a copy of the Exercise Notice submitted to Euroclear by 3:00 p.m., New York City time, on the desired Exercise Date and (b) Euroclear must confirm (a “Euroclear Confirmation”) by tested telex to the Warrant Agent by 9:00 a.m., New York City time, on the applicable Valuation Date Date, confirm (a "Euroclear Confirmation") that the Warrants will be received by the Warrant Agent by 3:00 p.m., New York City time, on such date; provided that if Date. If such telex communication Euroclear Confirmation is received after 9:00 a.m., New York City time, on the applicable Valuation Date, the Company will be entitled, in it sole discretion, entitled to direct the Warrant Agent to reject the related Exercise Notice or waive the requirement for timely delivery of such telex communication.Euroclear Confirmation. Any Warrant Certificate or Warrant received after 3:00 p.m., New York City time, on the earlier of (1) the New York Business Day immediately preceding the Expiration Date and (2) the last New York Business Day prior to the effective date on which the Warrants are delisted from, or permanently suspended from trading on (within the meaning of the Securities Exchange Act of 1934 and the rules and regulations of the Securities and Exchange Commission thereunder), the CBOE and not accepted at the same time for listing on another United States national securities exchange (such New York Business Day being the "Delisting Date") (or, in the case of Warrants held through the facilities of CEDEL or Euroclear, after 3:00 p.m., New York City time, on the first Index Calculation Date following such dates), shall be deemed not to have been delivered and the related Exercise Notice shall be void and of no effect; provided, however, that if the Company first receives notice of such delisting or suspension of the

Exercise and Delivery of Warrants. (a) Except for Warrants (x) subject to automatic exercise (as described in Section 2.06 hereof), (y) for which exercise is delayed pursuant to Section 2.07(b) hereof or (z) held through the facilities of Clearstream CEDEL or Euroclear, and subject to the “Limit Option, the "Exercise Date” " for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Warrant and Exercise Notice duly completed and in proper form with respect to such Warrant, if received at or prior to 3:00 p.m.P.M., New York City time, on such day, or (ii) if the Warrant Agent receives such Warrant and Exercise Notice after 3:00 p.m.P.M., New York City time, on a Business Day, then the Business Day following next succeeding such Business Day. In the case of Warrants held through the facilities of Clearstream CEDEL or Euroclear, except for Warrants subject to automatic exercise, and subject to the “Limit Option, the "Exercise Date” " for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Exercise Notice duly completed and in proper form with respect to such Warrant if such Exercise Notice is received at or prior to 3:00 p.m.P.M., New York City time, on such day; provided that the Warrant is received by the Warrant Agent by 3:00 p.m.P.M., New York City time, on the Valuation DateDate (as defined below), or (ii) if the Warrant Agent receives such Exercise Notice after 3:00 p.m.P.M., New York City time, on a Business Day, then the Business Day following next succeeding such Business Day; provided that the Warrant is received by 3:00 p.m.P.M., New York City time, on the Valuation Date relating to exercises of Warrants on the applicable Valuation such succeeding Business Day. In the event that a Warrant is received after 3:00 p.m.P.M., New York City time, on the applicable Valuation Date, then the Exercise Date for such Warrant will be the day on which such Warrant is received or, if such day is not a Business Day, the following next succeeding Business Day. In the case of Warrants held through the facilities of Euroclear, (a) participants must also transmit, by facsimile, to the Warrant Agent a copy of the Exercise Notice submitted to Euroclear by 3:00 p.m.P.M., New York City time, on the desired Exercise Date and (b) Euroclear must confirm (a “"Euroclear Confirmation”") by telex to the Warrant Agent by 9:00 a.m.A.M., New York City time, on the applicable Valuation Date that the Warrants will be received by the Warrant Agent on such date; provided that if such telex communication is received after 9:00 a.m.A.M., New York City time, on the applicable Valuation Date, the Company will be entitled, in it sole discretion, entitled to direct the Warrant Agent to reject the related Exercise Notice or waive the requirement for timely delivery of such telex communication.

Exercise and Delivery of Warrants. (a) Except for Warrants (x) subject to automatic exercise (as described in Section 2.06 hereof), (y) for which exercise is delayed pursuant to Section 2.07(b) hereof or (z) held through the facilities of Clearstream or Euroclear, and subject to the “Limit Option, the "Exercise Date” " for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Warrant and Exercise Notice duly completed and in proper form with respect to such Warrant, if received at or prior to 3:00 p.m., New York City time, on such day, or (ii) if the Warrant Agent receives such Warrant and Exercise Notice after 3:00 p.m., New York City time, on a Business Day, then the Business Day following next succeeding such Business Day. In the case of Warrants held through the facilities of Clearstream or Euroclear, except for Warrants subject to automatic exercise, and subject to the “Limit Option, the "Exercise Date” " for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Exercise Notice duly completed and in proper form with respect to such Warrant if such Exercise Notice is received at or prior to 3:00 p.m., New York City time, on such day; provided that the Warrant is received by the Warrant Agent by 3:00 p.m., New York City time, on the Valuation DateDate (as defined below), or (ii) if the Warrant Agent receives such Exercise Notice after 3:00 p.m., New York City time, on a Business Day, then the Business Day following next succeeding such Business Day; provided that the Warrant is received by 3:00 p.m., New York City time, on the Valuation Date relating to exercises of Warrants on the applicable Valuation such succeeding Business Day. In the event that a Warrant is received after 3:00 p.m., New York City time, on the applicable Valuation Date, then the Exercise Date for such Warrant will be the day on which such Warrant is received or, if such day is not a Business Day, the following next succeeding Business Day. In the case of Warrants held through the facilities of Euroclear, (a) participants must also transmit, by facsimile, to the Warrant Agent a copy of the Exercise Notice submitted to Euroclear by 3:00 p.m., New York City time, on the desired Exercise Date and (b) Euroclear must confirm (a “"Euroclear Confirmation”") by telex to the Warrant Agent by 9:00 a.m., New York City time, on the applicable Valuation Date that the Warrants will be received by the Warrant Agent on such date; provided that if such telex communication is received after 9:00 a.m., New York City time, on the applicable Valuation Date, the Company will be entitled, in it sole discretion, entitled to direct the Warrant Agent to reject the related Exercise Notice or waive the requirement for timely delivery of such telex communication.