Common use of Exercise; Expiration Date Clause in Contracts

Exercise; Expiration Date. No Fractional Shares; Reservation of --------------------------------------------------------------- Shares ------ 2.1. The Warrants are exercisable, at the option of the Holder, in whole or in part in accordance with the terms hereof and on or before the Expiration Date as hereinafter described, upon surrender of this Warrant Certificate to the Company together with a duly completed Notice of Exercise, in the form attached hereto as Exhibit A, and payment of the Purchase Price. In the case of exercise --------- of less than the entire Warrant represented by this Warrant Certificate, the Company shall cancel the Warrant Certificate upon the surrender thereof and shall execute and deliver a new Warrant Certificate for the balance of such Warrant. The Warrants shall be exercisable according to net revenues realized by the Company's IntraPharma subsidiary (including net revenues derived from PRI) for the three-year period commencing on the date hereof. In the event that such net revenues reach $3,000,000 within the three-year period, the Warrants will be 100% exercisable and pro rata for net revenues less than such amount. The cumulative net revenue of IntraPharma will be determined and the percent exercisability of these Warrants will be calculated every six months, starting with the date hereof. At any time, PRI may exercise all or a portion of the then-exercisable Warrants. Notwithstanding anything contained herein to the contrary, all of the Warrants shall immediately vest and become exercisable upon the sale of any shares of the Company owned by Xxxxxxx & Xxxxxxx Development Corporation or its permitted assigns as a result of and pursuant to Section 4.1(c) of the Amended and Restated Shareholders' Agreement of even date herewith by and among the Company and its shareholders.

Exercise; Expiration Date. No Fractional Shares; Reservation The Stock Option may be exercised only during the period (the "Exercise Period") beginning on the date of --------------------------------------------------------------- Shares ------ 2.1the execution of this Agreement and ending on the Expiration Date (as defined herein). In addition, the Stock Option may only be exercised within the thirty day period following (a) the filing by the Company with the Securities and Exchange Commission ("SEC") during the Exercise Period of each of its quarterly reports on Form 10-Q (or 10-QSB, if applicable) or (b) the filing by the Company with the SEC during the Exercise Period of each of its annual reports on Form 10-K (or 10-KSB, if applicable). The Warrants are exercisableOption may be exercised in whole or in part, at the option of the Holder, in whole or in part in accordance with the terms hereof and on or before the Expiration Date as (hereinafter described, upon surrender of this Warrant Certificate defined) by delivering to the Company together with written notice of Holder's exercise ("Exercise Notice") stating the amount of Option Shares to be purchased thereby, accompanied by a duly completed Notice check ("Check") made payable to the order of Exercisethe Company for the aggregate sum due for the Option Shares then being purchased. An Exercise Notice, in once delivered, may not be canceled or withdrawn without the form attached hereto written consent of the Company. As soon as Exhibit Apracticable thereafter, and payment in any event within ten (10) business days of the Purchase PriceCompany's receipt of the Exercise Notice and a Check, the Company shall issue and deliver to Holder a certificate representing the Option Shares being purchased pursuant to such Exercise Notice. Each such certificate shall bear a legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES ACT. THEY MAY NOT BE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER ALL SUCH APPLICABLE ACTS OR THE TRANSFER SATISFIES AVAILABLE EXEMPTIONS FROM THE REGISTRATION PROVISIONS THEREOF. THE COMPANY SHALL HAVE NO OBLIGATION TO TRANSFER THESE SECURITIES ON ITS BOOKS AND RECORDS UNLESS IT RECEIVES THE OPINION OF COUNSEL TO THE TRANSFEROR, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT SUCH TRANSFER MAY BE MADE WITHOUT VIOLATION OF SUCH REGISTRATION REQUIREMENTS, OR UNLESS THE TRANSFEROR DEMONSTRATES TO THE REASONABLE SATISFACTION OF COUNSEL FOR THE COMPANY THAT THE TRANSFER IS MADE IN COMPLIANCE WITH THE PROVISIONS OF RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Simultaneously, Holder shall deliver to the Company an acknowledgment in writing that the shares have not been registered pursuant to the Securities Act of 1933 or any applicable state securities law, an acknowledgment that such shares are being acquired for investment and with no current intention to resell, distribute, fractionalize or subdivide such shares, an undertaking not to sell or transfer such shares unless they are registered under the Securities Act of 1933 and all applicable state securities laws or such transfer is exempt from the registration provisions thereof, and an acknowledgment that the Company will issue stop transfer instructions to its transfer agent to prohibit the transfer of the shares represented by such certificates in violation of the foregoing restrictions. In the case of an exercise --------- of for less than the entire Warrant represented by this Warrant Certificate, the Company shall cancel the Warrant Certificate upon the surrender thereof and shall execute and deliver a new Warrant Certificate for the balance of such Warrant. The Warrants shall be exercisable according to net revenues realized by the Company's IntraPharma subsidiary (including net revenues derived from PRI) for the three-year period commencing on the date hereof. In the event that such net revenues reach $3,000,000 within the three-year period, the Warrants will be 100% exercisable and pro rata for net revenues less than such amount. The cumulative net revenue of IntraPharma will be determined and the percent exercisability of these Warrants will be calculated every six months, starting with the date hereof. At any time, PRI may exercise all or a portion of the then-exercisable Warrants. Notwithstanding anything contained herein to the contrary, all of the Warrants Option Shares permitted to be purchased hereunder, the Holder shall immediately vest reserve the right to exercise the Option at any time and become exercisable upon from time to time prior to the sale of any shares Expiration Date for the remainder of the Company owned by Xxxxxxx & Xxxxxxx Development Corporation or its permitted assigns as a result of and pursuant to Section 4.1(c) of the Amended and Restated Shareholders' Agreement of even date herewith by and among the Company and its shareholdersOption Shares.

Exercise; Expiration Date. No Fractional Shares; Reservation 2.1 One-_________ (1/__) of --------------------------------------------------------------- Shares ------ 2.1. The the Warrants shall vest and become exercisable on the first day of each month after the issuance hereof until all of the Warrants are exercisable and upon such vesting shall be exercisable, at the option of the Holder, in whole or in part in accordance with the terms hereof at any 1 91 time and from time to time on or before the Expiration Date as hereinafter describedDate, upon surrender of this Warrant Certificate to the Company together with a duly completed Notice of Exercise, in the form attached hereto as Exhibit A, and payment of an amount equal to the Purchase PricePrice times the number of Warrants to be exercised. Notwithstanding anything to the contrary contained herein or in the Transaction Documents (as such term is defined under the Reorganization Agreement referred to herein), if the Purchaser (as such term is defined under the Reorganization Agreement referred to herein) shall fail to comply with its obligations under Section 7.1 of the Reorganization Agreement dated as of December ___, 2000 among Presencia en Medios, S.A., Eduaxxx Xxxx, Xxvix Xxxx, Xxbexxx Xxxxxxxx, Xxesence in Media LLC, Virtual Advertisement LLC, PVI LA, LLC, the Company and Princeton Video Image Latin America, LLC, and such failure is not cured within ten (10) days after notice of such failure from the Holder or any member of the Seller Group (as defined in the Reorganization Agreement referred to herein), then at the end of such ten (10) day period, the Warrants shall automatically vest and become exercisable. In the case of exercise --------- of less than all the entire Warrant Warrants represented by this Warrant Certificate, the Company shall cancel the Warrant Certificate upon the surrender thereof and shall execute and deliver a new Warrant Certificate for the balance of such Warrant. The Warrants shall be exercisable according to net revenues realized by the Company's IntraPharma subsidiary (including net revenues derived from PRI) for the three-year period commencing on the date hereof. In the event that such net revenues reach $3,000,000 within the three-year period, the Warrants will be 100% exercisable and pro rata for net revenues less than such amount. The cumulative net revenue of IntraPharma will be determined and the percent exercisability of these Warrants will be calculated every six months, starting with the date hereof. At any time, PRI may exercise all or a portion of the then-exercisable Warrants. Notwithstanding anything contained herein to the contrary, all of the Warrants shall immediately vest and become exercisable upon the sale of any shares of the Company owned by Xxxxxxx & Xxxxxxx Development Corporation or its permitted assigns as a result of and pursuant to Section 4.1(c) of the Amended and Restated Shareholders' Agreement of even date herewith by and among the Company and its shareholders.