Common use of Exercise Disputes Clause in Contracts

Exercise Disputes. In the case of any dispute with respect to the number of shares to be issued upon exercise of this Warrant, the Company shall promptly issue such number of shares of Common Stock that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within two (2) Business Days of receipt of the Holder's Election to Purchase Shares. If the Holder and the Company are unable to agree as to the determination of the Purchase Price within two (2) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall in accordance with this Section, submit via facsimile the disputed determination to an independent reputable accounting firm of national standing, selected jointly by the Company and the Holder. The Company shall cause such accounting firm to perform the determinations or calculations and notify the Company and the Holder of the results within forty-eight (48) hours from the time it receives the disputed determinations of calculations. Such accounting firm's determination shall be binding upon all parties absent manifest error. The Company shall then on the next Business Day issue certificate(s) representing the appropriate number of shares of Common Stock in accordance with such accounting firm's determination and this Section. All fees and expenses of such determination and calculation shall be borne by the Company.

Exercise Disputes. In the case of any dispute with respect to the number of shares to be issued upon exercise of this Warrant, the Company shall promptly issue such number of shares of Common Stock that is not disputed and shall submit provide the Holder notice of the disputed determinations or arithmetic calculations to the Holder via facsimile within two five (25) Business Days of receipt of the Holder's Election to Purchase SharesNotice of Exercise. If the Holder and the Company are unable to agree as to the determination of the Purchase Price number of share to be issued within two five (25) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall in accordance with this Section, submit via facsimile the disputed determination to an its independent reputable accounting firm of national standing, selected jointly by the Company and the Holderauditor. The Company shall cause such accounting firm its independent auditor to perform the determinations or calculations and notify the Company and the Holder of the results within forty-eight (48) hours from promptly, in writing and in sufficient detail to give the time it receives Holder and the disputed determinations Company a clear understanding of calculationsthe issue. Such accounting firm's The determination by the Company’s independent auditor shall be binding upon all parties absent manifest error. The Company shall then on the next Business Day instruct its Transfer Agent to issue certificate(s) representing the appropriate number of shares Warrant Shares of Common Stock in accordance with such accounting firm's the independent auditor’s determination and this Section. All The prevailing party shall be entitled to reimbursement of all fees and out-of-pocket expenses of actually incurred in such determination and calculation shall be borne by the Companycalculation.

Exercise Disputes. In the case of any dispute with ----------------- respect to the number of shares to be issued upon exercise of this Warrant, the Company shall promptly issue such number of shares of Common Stock that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within two five (25) Business Days of receipt of the Holder's Election to Purchase Shares. If the Holder and the Company are unable to agree as to the determination of the Purchase Price within two five (25) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall in accordance with this Section, submit via facsimile the disputed determination to an independent reputable accounting firm of national standing, selected jointly by the Company and the Holder. The Company shall cause such accounting firm to perform the determinations or calculations and notify the Company and the Holder of the results within forty-eight (48) hours from the time it receives the disputed determinations of calculations. Such accounting firm's determination shall be binding upon all parties absent manifest error. The Company shall then on the next Business Day issue certificate(s) representing the appropriate number of shares of Common Stock in accordance with such accounting firm's determination and this Section. All fees and expenses of such determination and calculation shall be borne by the Company.

Exercise Disputes. In the case of any dispute with respect to the number of shares to be issued upon exercise of this Warrant, the Company shall promptly issue such number of shares of Common Stock that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within two (2) Business Days of receipt of the Holder's Election ’s election to Purchase purchase Warrant Shares. If the Holder and the Company are unable to agree as to the determination of the Purchase Price within two (2) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall in accordance with this Section, submit via facsimile the disputed determination to an independent reputable accounting firm of national standing, selected jointly by the Company and the Holder. The Company shall cause such accounting firm to perform the determinations or calculations and notify the Company and the Holder of the results within forty-eight (48) hours from the time it receives the disputed determinations of calculations. Such accounting firm's ’s determination shall be binding upon all parties absent manifest error. The Company shall then on the next Business Day issue certificate(s) representing the appropriate number of shares Warrant Shares of Common Stock in accordance with such accounting firm's ’s determination and this Section. All The prevailing party shall be entitled to reimbursement of all fees and expenses of such determination and calculation shall be borne by the Companycalculation.

Exercise Disputes. In the case of any dispute with respect to the number of shares to be issued upon exercise of this Warrant, the Company shall promptly issue such number of shares of Common Stock that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within two (2) Business Days of receipt of the Holder's Election to Purchase Shares. If the Holder and the Company are unable to agree as to the determination of the Purchase Price such number of shares within two (2) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall in accordance with this Section, submit via facsimile the disputed determination to an independent reputable accounting firm of national standing, selected jointly by the Company and the Holder. The Company shall cause such accounting firm to perform the determinations or calculations and notify the Company and the Holder of the results within forty-eight (48) hours from the time it receives the disputed determinations of or calculations. Such accounting firm's determination shall be binding upon all parties absent manifest error. The Company shall then on the next Business Day issue certificate(s) representing the appropriate number of shares of Common Stock in accordance with such accounting firm's determination and this Section. All fees and expenses of such determination and calculation shall be borne by the Company.

Exercise Disputes. In the case of any dispute with respect to the number of shares to be issued upon exercise of this Warrant, the Company shall promptly issue such number of shares of Common Stock that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within two five (25) Business Days of receipt of the Holder's Election to Purchase Shares. If the Holder and the Company are unable to agree as to the determination of the Purchase Price number of issuable shares within two five (25) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall shall, in accordance with this Section, submit via facsimile the disputed determination to an independent reputable accounting firm of national standing, selected jointly by the Company and reasonably acceptable to the Holder. The Company shall cause such accounting firm to perform the determinations or calculations and notify the Company and the Holder of the results within forty-eight (48) hours from the time it receives the disputed determinations of or calculations. Such accounting firm's determination shall be binding upon all parties absent manifest error. The Company shall then shall, on the next Business Day Day, issue certificate(s) representing the appropriate number of shares of Common Stock in accordance with such accounting firm's determination and this Section. All fees and expenses of such determination determinations and calculation calculations shall be borne by the Company.

Exercise Disputes. In the case of any dispute with respect to the number of shares to be issued upon exercise of this Warrant, the Company shall promptly issue such number of shares of Common Stock that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within two five (25) Business Days of receipt of the Holder's ’s Election to Purchase Shares. If the Holder and the Company are unable to agree as to the determination of the Purchase Price number of issuable shares within two five (25) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall shall, in accordance with this Section, submit via facsimile the disputed determination to an independent reputable accounting firm of national standing, selected jointly by the Company and reasonably acceptable to the HolderHolders. The Company shall cause such accounting firm to perform the determinations or calculations and notify the Company and the Holder of the results within forty-eight (48) hours from the time it receives the disputed determinations of or calculations. Such accounting firm's ’s determination shall be binding upon all parties absent manifest error. The Company shall then shall, on the next Business Day Day, issue certificate(s) representing the appropriate number of shares of Common Stock in accordance with such accounting firm's ’s determination and this Section. All fees and expenses of such determination determinations and calculation calculations shall be borne by the Company.

Exercise Disputes. In the case of any dispute with respect to the number of shares to be issued upon exercise of this Warrant, the Company shall promptly issue such number of shares of Common Stock that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within two (2) Business Days of receipt of the Holder's Election to Purchase Shares. If the Holder and the Company are unable to agree as to the determination of the Purchase Price within two (2) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall in accordance with this Section, submit via facsimile the disputed determination to an independent reputable accounting firm of national standing, selected jointly by the Company and the Holder. The Company shall cause such accounting firm to perform the determinations or calculations and notify the Company and the Holder of the results within forty-eight (48) hours from the time it receives the disputed determinations of calculations. Such accounting firm's determination shall be binding upon all parties absent manifest error. The Company shall then on the next Business Day issue certificate(s) representing the appropriate number of shares of Common Stock in accordance with such accounting firm's determination and this Section. All fees and expenses of such determination and calculation shall be borne borned by the Company.

Exercise Disputes. In the case of any dispute with respect to the number of shares to be issued upon exercise of this Warrant, the Company shall provide irrevocable instructions to the Transfer Agent to promptly issue such number of shares of Common Stock that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within two (2) Business Days of receipt of the Holder's Election ’s election to Purchase purchase Warrant Shares. If the Holder and the Company are unable to agree as to the determination of the Purchase Price within two (2) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall in accordance with this Section, submit via facsimile the disputed determination to an independent reputable accounting firm of national standing, selected jointly by by, and independent of each of, the Company and the Holder. The Company shall cause such accounting firm to perform the determinations or calculations and notify the Company and the Holder of the results within forty-eight (48) hours from the time it receives the disputed determinations of calculations. Such accounting firm's ’s determination shall be binding upon all parties absent manifest error. The Company shall then on the next Business Day provide irrevocable instructions to the Transfer Agent to issue certificate(s) representing the appropriate number of shares of Common Stock Warrant Shares in accordance with such accounting firm's ’s determination and this Section. All The prevailing party shall be entitled to reimbursement of all fees and expenses of such determination and calculation shall be borne by the Companycalculation.

Exercise Disputes. In the case of any dispute with respect to the number of shares to be issued upon exercise of this Warrant, the Company shall promptly issue such number of shares of Common Stock that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within two (2) Business Days of receipt of the Holder's Election to Purchase Shares. If the Holder and the Company are unable to agree as to the determination of the Purchase Price within two (2) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall in accordance with this Section, submit via facsimile the disputed determination to an independent reputable accounting firm of national standing, selected jointly by the Company and the Holder. The Company shall cause such accounting firm to perform the determinations or calculations and notify the Company and the Holder of the results within forty-eight two (482) hours business days from the time it receives the disputed determinations of calculations. Such accounting firm's determination shall be binding upon all parties absent manifest error. The Company shall then on the next Business Day issue certificate(s) representing the appropriate number of shares of Common Stock in accordance with such accounting firm's determination and this Section. All fees and expenses of such determination and calculation shall be borne by the Company.

Exercise Disputes. In the case of any dispute with respect to the number of shares to be issued upon exercise of this Warrant, the Company shall promptly issue such number of shares of Common Stock that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within two (2) Business Days of receipt of the Holder's Election election to Purchase purchase Warrant Shares. If the Holder and the Company are unable to agree as to the determination of the Purchase Price within two (2) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall in accordance with this Section, submit via facsimile the disputed determination to an independent reputable accounting firm of national standing, selected jointly by the Company and the Holder. The Company shall cause such accounting firm to perform the determinations or calculations and notify the Company and the Holder of the results within forty-eight (48) hours from the time it receives the disputed determinations of calculations. Such accounting firm's determination shall be binding upon all parties absent manifest error. The Company shall then on the next Business Day issue certificate(s) representing the appropriate number of shares Warrant Shares of Common Stock in accordance with such accounting firm's determination and this Section. All The prevailing party shall be entitled to reimbursement of all fees and expenses of such determination and calculation shall be borne by the Companycalculation.

Exercise Disputes. In the case of any dispute with respect to the number of shares to be issued upon exercise of this Warrant, the Company shall promptly issue such number of shares of Common Stock that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within two (2) Business Days of receipt of the Holder's Election to Purchase Shares. If the Holder and the Company are unable to agree as to the determination of the Purchase Price within two (2) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall in accordance with this Section, submit via facsimile the disputed determination to an independent reputable accounting firm of national standing, selected jointly by the Company and the Holder. The Company shall cause such accounting firm to perform the determinations or calculations and notify the Company and the Holder of the results within forty-eight (48) hours from the time it receives the disputed determinations of calculations. Such accounting firm's determination shall be binding upon all parties absent manifest error. The Company shall then on the next Business Day issue certificate(s) representing the appropriate number of shares of Common Stock in accordance with such accounting firm's determination and this Section. All The prevailing party shall be entitled to reimbursement of all fees and expenses of such determination and calculation shall be borne by the Companycalculation.

Exercise Disputes. In the case of any dispute with respect to the number of shares Warrant Shares to be issued upon exercise of this Warrant, the Company shall promptly issue such number of shares of Common Stock Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within two (2) Business Days of receipt of the Holder's Election election to Purchase purchase Warrant Shares. If the Holder and the Company are unable to agree as to the determination of the Purchase Exercise Price within two (2) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall in accordance with this Section, submit via facsimile the disputed determination to an independent reputable accounting firm of national standing, selected jointly by the Company and the Holder. The Company shall cause such accounting firm to perform the determinations or calculations and notify the Company and the Holder of the results within forty-eight (48) hours from the time it receives the disputed determinations of calculations. Such accounting firm's determination shall be binding upon all parties absent manifest error. The Company shall then on the next Business Day issue certificate(s) representing the appropriate number of shares Warrant Shares of Common Stock in accordance with such accounting firm's determination and this Section. All The prevailing party shall be entitled to reimbursement of all fees and expenses of such determination and calculation shall be borne by the Companycalculation.

Exercise Disputes. In the case of any dispute with respect to the number of shares Units to be issued upon exercise of this Warrant, the Company shall promptly issue such number of shares of Common Stock Units that is not disputed and shall submit provide the Holder notice of the disputed determinations or arithmetic calculations to the Holder via facsimile within two five (25) Business Days of receipt of the Holder's Election to Purchase SharesNotice of Exercise. If the Holder and the Company are unable to agree as to the determination of the Purchase Price number of Units to be issued within two five (25) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall in accordance with this Section, submit via facsimile the disputed determination to an its independent reputable accounting firm of national standing, selected jointly by the Company and the Holderauditor. The Company shall cause such accounting firm its independent auditor to perform the determinations or calculations and notify the Company and the Holder of the results within forty-eight (48) hours from promptly, in writing and in sufficient detail to give the time it receives Holder and the disputed determinations Company a clear understanding of calculationsthe issue. Such accounting firm's The determination by the Company’s independent auditor shall be binding upon all parties absent manifest error. The Company shall then on the next Business Day (i) instruct its Transfer Agent to issue certificate(s) representing the appropriate number of shares Warrant Shares and (ii) issue Exercise Warrants based on the appropriate number of Common Stock Warrant Shares, in accordance with such accounting firm's the independent auditor’s determination and this Section. All The prevailing party shall be entitled to reimbursement of all fees and out-of-pocket expenses of actually incurred in such determination and calculation shall be borne by the Companycalculation.