Exercise in Connection with Certain Transfers Sample Clauses

Exercise in Connection with Certain Transfers. If a Holder or Holders shall sell Warrant Shares in an underwritten offering, the Company shall cooperate with the Holders and the underwriters for such offering so that the Warrants may be exercised and the Warrant Shares delivered to the underwriters for sale in the offering and, upon consummation of the offering, the underwriters shall deliver the Exercise Price for the Warrants to the Company out of the proceeds of the offering. If an Initial Holder (or any of its Affiliates) shall arrange to sell Warrant Shares in a block trade, upon reasonable notice to the Company, the Company shall cooperate with the Holder (or such Affiliate) and the broker in the trade so that the Warrants may be exercised and the Warrant Shares delivered to the broker and, upon consummation of the trade, the broker shall deliver the Exercise Price for the Warrants to the Company. "Block trade" for this purpose means the disposition at a single time in a single transaction by one or more Initial Holders (or such Affiliates) of not less than 1,000,000 Warrant Shares (or the equivalent thereof) in the aggregate to one or more institutional investors or purchasers procured by a broker on behalf of such Initial Holders (or such Affiliates). Such number of Warrant Shares shall be subject to adjustment as provided for pursuant to Section 11. "Institutional investor" means any insurance company, pension fund, mutual fund, investment company, commercial bank or investment bank, or any portfolio managed by any of the foregoing. The rights of an Initial Holder under this paragraph shall not be assignable to any transferee of the Warrants other than to its Affiliates.