Common use of Exercise by Surrender of Warrant; Cashless Exercise Clause in Contracts

Exercise by Surrender of Warrant; Cashless Exercise. In addition to the method of exercise set forth in Section 3(b)(3) above and in lieu of any cash payment required thereunder, each Holder, at its sole discretion, shall have the right at any time and from time to time to exercise the Warrants in full or in part (provided that any exercise in part shall be in a minimum amount of 50,000 Warrants or such lesser number of Warrants as may then be held by such Holder) by surrendering its Warrant Certificate in the manner specified in Section 3(b)(3) in exchange for the number of shares of Common Stock equal to the product of (x) the number of shares as to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the difference between the fair market value of a share at exercise (as defined hereafter) of the Common Stock less the Exercise Price and the denominator of which is such fair market value. As used herein, "fair market value" shall mean (A) (x) the average of the closing prices of the Common Stock sales on all domestic exchanges on which the Common Stock may at the time be listed, or, (y) if, there shall have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, (B) if on any day the Common Stock shall not be so listed, (x) the average of the representative bid and asked prices quoted in the NASDAQ System as of 3:30 p.m. New York City time, or (y) if on any day the Common Stock shall not be quoted in the NASDAQ System, the average of the high and low bid and asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporation or any similar successor organization, in each case under (A) and (B) above averaged over the period of 15 consecutive Business Days immediately prior to the date of exercise; provided that if the Common Stock is listed on any domestic exchange the term "Business Days" as used in this sentence shall mean business days on which such exchange is open for trading. If at any time the Common Stock is not listed on any domestic exchange or quoted in the NASDAQ System or the domestic over-the-counter market, the fair market value shall be the fair market value as of the date of exercise, determined by a reputable investment banking firm selected by the Holder exercising its Warrants pursuant to this Section 3(c) and acceptable to the Company.

Exercise by Surrender of Warrant; Cashless Exercise. In addition to the method of exercise set forth in Section 3(b)(3) above and in lieu of any cash payment required thereunder, each Holder, at its sole discretion, shall have the right at any time and from time to time to exercise the Warrants in full or in part (provided that any exercise in part shall be in a minimum amount of 50,000 Warrants or such lesser number of Warrants as may then be held by such Holder) by surrendering its Warrant Certificate in the manner specified in Section 3(b)(3) in exchange for the number of shares of Common Stock equal to the product of (x) the number of shares as to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the difference between the fair market value of a share at exercise (as defined hereafter) of the Common Stock less the Exercise Price and the denominator of which is such fair market value. As used herein, "fair market value" shall mean (A) (x) the average of the closing prices of the Common Stock sales on all domestic exchanges on which the Common Stock may at the time be listed, or, (y) if, there shall have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, (B) if on any day the Common Stock shall not be so listed, (x) the average of the representative bid and asked prices quoted in the NASDAQ System as of 3:30 p.m. New York City time, or (y) if on any day the Common Stock shall not be quoted in the NASDAQ System, the average of the high and low bid and asked prices on such day in the domestic over-the-counter market as reported by the National Quotation 5 5 Bureau, Incorporation or any similar successor organization, in each case under (A) and (B) above averaged over the period of 15 consecutive Business Days immediately prior to the date of exercise; provided that if the Common Stock is listed on any domestic exchange the term "Business Days" as used in this sentence shall mean business days on which such exchange is open for trading. If at any time the Common Stock is not listed on any domestic exchange or quoted in the NASDAQ System or the domestic over-the-counter market, the fair market value shall be the fair market value as of the date of exercise, determined by a reputable investment banking firm selected by the Holder exercising its Warrants pursuant to this Section 3(c) and acceptable to the Company.

Exercise by Surrender of Warrant; Cashless Exercise. In addition to the method of exercise set forth in Section 3(b)(3) above and in lieu of any cash payment required thereunder, each Holder, at its sole discretion, shall have the right at any time and from time to time to exercise the Warrants in full or in part (provided that any exercise in part shall be in a minimum amount of 50,000 Warrants or such lesser number of Warrants as may then be held by such Holder) by surrendering its Warrant Certificate in the manner specified in Section 3(b)(3) in exchange for the number of shares of Common Stock equal to the product of (x) the number of shares as to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the difference between the fair market value of a share at exercise (as defined hereafter) of the Common Stock less the Exercise Price and the denominator of which is such fair market value. As used herein, "fair market value" shall mean (A) (xA)(x) the average of the closing prices of the Common Stock sales on all domestic exchanges on which the Common Stock may at the time be listed, or, (y) if, there shall have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, (B) if on any day the Common Stock shall not be so listed, (x) the average of the representative bid and asked prices quoted in the NASDAQ System as of 3:30 p.m. New York City time, or (y) if on any day the Common Stock shall not be quoted in the NASDAQ System, the average of the high and low bid and asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporation or any similar successor organization, in each case under (A) and (B) above averaged over the period of 15 consecutive Business Days immediately prior to the date of exercise; provided that if the Common Stock is listed on any domestic exchange the term "Business Days" as used in this sentence shall mean business days on which such exchange is open for trading. If at any time the Common Stock is not listed on any domestic exchange or quoted in the NASDAQ System or the domestic over-the-counter market, the fair market value shall be the fair market value as of the date of exercise, determined by a reputable investment banking firm selected by the Holder exercising its Warrants pursuant to this Section 3(c) and acceptable to the Company. 4.