Common use of Exercise by Surrender of Warrant Clause in Contracts

Exercise by Surrender of Warrant. In addition to the method of payment set forth in Section 3.1 and in lieu of any cash payment required thereunder, the Holder(s) of the Warrant shall have the right at any time and from time to time, provided that the Common Stock (or any equity security into which the Common Stock may be exchanged or converted) is registered under the Securities Exchange Act of 1934 (the "Exchange Act"), to exercise the Warrants in full or in part by surrendering the Warrant Certificate in the manner specified in Section 3.1 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 Market Price (as defined in Section 8.1(vi) hereof) of the Common Stock less the Exercise Price and the denominator of which is such Market Price. Solely for the purposes of this Section 3.2, Market Price shall be calculated either (i) on the date on which the annexed Form of Election is deemed to have been sent to the Company pursuant to Section 13 hereof ("Notice Date") or (ii) as the average of the Market Price for each of the five (5) trading days preceding the Notice Date, whichever of (i) or (ii) is greater.