Common use of Exercise; Issuance of Certificates; Payment for Shares Clause in Contracts

Exercise; Issuance of Certificates; Payment for Shares. The rights represented by this Warrant may be exercised by the Holder, in whole or in part, at any time or from time to time during the Exercise Period (subject to Section 2), upon presentation and surrender of this Warrant to the Company, at its principal office as set forth on the first page of this Warrant, with a duly executed subscription (in the form attached hereto) and accompanied by payment of the Purchase Price for each share of Common Stock purchased. Such payment shall be made, in cash or by certified, bank, or cashier's check, payable to the order of the Company. Notwithstanding the foregoing provisions requiring payment in cash or by check, the Holder may from time to time at the Holder's option pay the Purchase Price or any portion thereof by surrendering to the Company, in lieu of such payment, the right of the Holder to receive a number of shares of Common Stock having an aggregate Market Value equal to such Purchase Price (or portion thereof) on the date of exercise (a "Cashless Exercise"). For purposes of the foregoing, the "Market Value" of a share of 2 Common Stock as of a relevant date means the closing price on the trading day preceding such date with respect to the Common Stock on a national securities exchange or the Nasdaq National Market or Nasdaq SmallCap Market, as the case may be. The closing price shall be: (i) the last sale price of shares of the Common Stock on such trading day or, if no such sale takes place on such date, the average of the closing bid and asked prices thereof on such date, in each case as officially reported by the principal exchange on which the Common Stock is then listed or admitted to trading or by the Nasdaq Stock Market; or (ii) if no shares of Common Stock are then listed or admitted to trading on any national securities exchange or the Nasdaq National Market or the Nasdaq SmallCap Market, the average of the reported closing bid and asked prices thereof on such date in the over-the-counter market as shown on the National Association of Securities Dealers automated quotation system. The Cashless Exercise rights of the Holder shall be of no force or effect unless the Common Stock is then listed, admitted to trading, or reported. The shares of Common Stock purchased hereunder shall be deemed to have been issued to the Holder as of the close of business on the date on which this Warrant shall have been surrendered to the Company, along with the subscription and full payment, whether by cash, check or Cashless Exercise, for the shares purchased. Certificates for the shares so purchased and, unless this Warrant shall have expired, a new Warrant representing the number of shares of Common Stock, if any, with respect to which this Warrant shall not then have been exercised, shall be delivered to the Holder within a reasonable time, and in any event within 30 days, after the Holder has complied with the provisions of this Section 1.

Exercise; Issuance of Certificates; Payment for Shares. The rights represented by this Warrant may be exercised by the Holder, in whole or in part, at any time or from time to time during the Exercise Period (subject to Section 2)Period, upon presentation and surrender of this Warrant to the Company, at its principal office as set forth on the first page of this Warrant, with a duly executed subscription (in the form attached hereto) and accompanied by payment of the Purchase Price for each share of Common Stock purchased. Such payment shall be made, in cash or by certified, bank, or cashier's check, payable to the order of the Company. Notwithstanding the foregoing provisions requiring payment in cash or by check, the Holder may from time to time at the Holder's option pay the Purchase Price or any portion thereof by surrendering to the Company, in lieu of such payment, the right of the Holder to receive a number of shares of Common Stock having an aggregate Market 2 Value equal to such Purchase Price (or portion thereof) on the date of exercise (a "Cashless Exercise"). For purposes of the foregoing, the "Market Value" of a share of 2 Common Stock as of a relevant date means the closing price on the trading day preceding such date with respect to the Common Stock on a national securities exchange or the Nasdaq National Market or Nasdaq SmallCap Market, as the case may be. The closing price shall be: (i) the last sale price of shares of the Common Stock on such trading day or, if no such sale takes place on such date, the average of the closing bid and asked prices thereof on such date, in each case as officially reported by the principal exchange on which the Common Stock is then listed or admitted to trading or by the Nasdaq Stock Market; or (ii) if no shares of Common Stock are then listed or admitted to trading on any national securities exchange or the Nasdaq National Market or the Nasdaq SmallCap Market, the average of the reported closing bid and asked prices thereof on such date in the over-the-counter market as shown on the National Association of Securities Dealers automated quotation system. The Cashless Exercise rights of the Holder shall be of no force or effect unless the Common Stock is then listed, admitted to trading, or reported. The shares of Common Stock purchased hereunder shall be deemed to have been issued to the Holder as of the close of business on the date on which this Warrant shall have been surrendered to the Company, along with the subscription and full payment, whether by cash, check or Cashless Exercise, for the shares purchased. Certificates for the shares so purchased and, unless this Warrant shall have expired, a new Warrant representing the number of shares of Common Stock, if any, with respect to which this Warrant shall not then have been exercised, shall be delivered to the Holder within a reasonable time, and in any event within 30 days, after the Holder has complied with the provisions of this Section 1.

Exercise; Issuance of Certificates; Payment for Shares. The rights represented by this Warrant may be exercised by the Holder, in whole or in part, at any time or from time to time during the Exercise Period (subject to Section 2)Period, upon presentation and surrender of this Warrant to the Company, at its principal office as set forth on the first page of this Warrant, with a duly executed subscription (in the form attached hereto) and accompanied by payment of the Purchase Price for each share of Common Stock purchased. Such payment shall be made, in cash or by certified, bank, or cashier's check, payable to the order of the Company. Notwithstanding the foregoing provisions requiring payment in cash or by check, the Holder may from time to time at the Holder's option pay the Purchase Price or any portion thereof by surrendering to the Company, in lieu of such payment, the right of the Holder to receive a number of shares of Common Stock having an aggregate Market Value equal to such Purchase Price (or portion thereof) on the date of exercise (a "Cashless Exercise"). For purposes of the foregoing, the "Market Value" of a share of 2 Common Stock as of a relevant date means the closing price on the trading day preceding such date with respect to the Common Stock on a national securities exchange or the Nasdaq National Market or Nasdaq SmallCap Market, as the case may bebe . The closing price shall be: (i) the last sale price of shares of the Common Stock on such trading day or, if no such sale takes place on such date, the average of the closing bid and asked prices thereof on such date, in each case as officially reported by the principal exchange on which the Common Stock is then listed or admitted to trading or by the Nasdaq Stock Market; or (ii) if no shares of Common Stock are then listed or admitted to trading on any national securities exchange or the Nasdaq National Market or the Nasdaq SmallCap Market, the average of the reported closing bid and asked prices thereof on such date in the over-the-counter market as shown on the National Association of Securities Dealers automated quotation system. The Cashless Exercise rights of the Holder shall be of no force or effect unless the Common Stock is then listed, admitted to trading, or reported. The shares of Common Stock purchased hereunder shall be deemed to have been issued to the Holder as of the close of business on the date on which this Warrant shall have been surrendered to the Company, along with the subscription and full payment, whether by cash, check or Cashless Exercise, for the shares purchased. Certificates for the shares so purchased and, unless this Warrant shall have expired, a new Warrant representing the number of shares of Common Stock, if any, with respect to which this Warrant shall not then have been exercised, shall be delivered to the Holder within a reasonable time, and in any event within 30 days, after the Holder has complied with the provisions of this Section 1.

Exercise; Issuance of Certificates; Payment for Shares. The rights represented by this Warrant may be exercised by the Holder, in whole or in part, at any time or from time to time during the Exercise Period (subject to Section 2)Period, upon presentation and surrender of this Warrant to the Company, at its principal office as set forth on the first page of this Warrant, with a duly executed subscription (in the form attached hereto) and accompanied by payment of the Purchase Price for each share of Common Stock purchased. Such payment shall be made, made in cash or by certified, bank, or cashier's check, payable to the order of the Companywire transfer. Notwithstanding the foregoing provisions requiring payment in cash or by checkwire transfer, the Holder may from time to time at the Holder's option pay the Purchase Price or any portion thereof by surrendering to the Company, in lieu of such cash payment, (i) shares of Common Stock having an aggregate Common Stock Market Value equal to such Purchase Price (or portion thereof) on the Exercise Date, as defined below or (ii) the right of the Holder to receive a number of shares of Common Stock having an aggregate Rights Market Value Value, as defined below, equal to such Purchase Price (or a portion thereof) ), on the date of exercise Exercise Date (a "Cashless Exercise"). For purposes of the foregoing, the "Common Stock Market Value" of a share of 2 Common Stock as of a relevant date the Exercise Date means the closing price on the trading day preceding such date with respect to the Common Stock on a national securities exchange or the Nasdaq National Market or Nasdaq SmallCap Market, as the case may be. The closing price shall be: (i) the last sale price of shares of the Common Stock on such trading day or, if no such sale takes place on such date, the average of the closing bid and asked prices thereof on such date, in each case as officially reported by the principal exchange on which the Common Stock is then listed or admitted to trading or by the Nasdaq Stock Market; or (ii) if no shares of Common Stock are then listed or admitted to trading on any national securities exchange or the Nasdaq National Market or the Nasdaq SmallCap Market, the average of the reported closing bid and asked prices thereof on such date in the over-the-counter market as shown on the National Association of Securities Dealers automated quotation system. The Cashless Exercise rights of the Holder shall be of no force or effect unless the Common Stock is then listed, admitted to trading, or reported. The Common Stock Market Value shall not be reduced because of the existence of limitations on transfer under the Act, as defined herein. If the Holder pays the Purchase Price or any portion thereof by surrendering to the Company rights to receive shares of Common Stock, the "Rights Market Value" on the Exercise Date shall be equal to the number of rights to purchase a whole share of Common Stock times the Common Stock Market Value minus the amount payable to the Company to exercise such right. The shares of Common Stock purchased hereunder shall be deemed to have been issued to the Holder as of the close of business on the date on which this Warrant shall have been surrendered to the Company, along with the subscription and full payment, whether by cash, check wire transfer or Cashless Exercise, for the shares purchasedpurchased (the "Exercise Date"). Certificates for the shares so purchased and, unless this Warrant shall have expired, a new Warrant representing the number of shares of Common Stock, if any, with respect to which this Warrant shall not then have been exercised, shall be delivered to the Holder within a reasonable time, and in any event within 30 days, after the Holder has complied with the provisions of this Section 1.

Exercise; Issuance of Certificates; Payment for Shares. The rights represented by this Warrant may be exercised by the HolderHolder hereof, in whole or in part, part (but not as to a fractional share) at any time or from time to time during the Exercise Period (subject to Section 2), upon presentation and surrender of this Warrant to the Company, at its principal office as set forth on the first page of this Warrant, with a duly executed subscription (in the form attached hereto) and accompanied by payment of the Purchase Price for each share of Common Stock purchased. Such payment shall be made, in cash Company (or by certified, bank, such office or cashier's check, payable to the order agency of the Company. Notwithstanding the foregoing provisions requiring payment in cash or by check, the Holder Company as it may from time to time reasonably designate) at any time within the Holder's option pay the Purchase Price or any portion thereof aforementioned period, and by surrendering payment to the Company, in lieu of such payment, the right Company by certified check or bank draft of the Holder Warrant Exercise Price for such shares. The Company shall not be obligated to receive a number of issue fractional shares of Common Stock having upon exercise of this Warrant but shall pay to the Holder an aggregate Market Value amount in cash equal to the Current Market Price per share multiplied by such Purchase Price fraction (or portion thereof) on rounded to the date of exercise (a "Cashless Exercise"nearest cent). For purposes of The Company agrees that the foregoing, the "Market Value" of a share of 2 Common Stock as of a relevant date means the closing price on the trading day preceding such date with respect to the Common Stock on a national securities exchange or the Nasdaq National Market or Nasdaq SmallCap Market, as the case may be. The closing price shall be: (i) the last sale price of shares of the Common Stock on such trading day or, if no such sale takes place on such date, the average of the closing bid and asked prices thereof on such date, in each case as officially reported by the principal exchange on which the Common Stock is then listed or admitted to trading or by the Nasdaq Stock Market; or (ii) if no shares of Common Stock are then listed or admitted to trading on any national securities exchange or the Nasdaq National Market or the Nasdaq SmallCap Market, the average of the reported closing bid and asked prices thereof on such date in the over-the-counter market as shown on the National Association of Securities Dealers automated quotation system. The Cashless Exercise rights of the Holder shall be of no force or effect unless the Common Stock is then listed, admitted to trading, or reported. The shares of Common Stock so purchased hereunder shall be deemed to have been be issued to the Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid. Subject to the Companyprovisions of the next succeeding paragraph and this Paragraph 1, along with the subscription and full payment, whether by cash, check or Cashless Exercise, certificates for the shares purchased. Certificates for the shares of stock so purchased shall be delivered to the Holder within two business days after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant shall have has expired, a new Warrant representing the number of shares of Common Stockshares, if any, with respect to which this Warrant shall not then have been exercised, exercised or surrendered shall also be delivered to the Holder hereof within a reasonable timetwo business days. For the purpose of any computation under this Section the "Current Market Price" at any date (the "Computation Date") shall be deemed to be the average of the daily closing prices of the Common Stock for ten consecutive trading days ending the trading day immediately prior to the Computation Date. The closing price for each day shall be the last reported sale price or, in case no such reported sale takes place on such date, the average of the last reported bid and asked prices, in either case on the principal national securities exchange on which the Common Stock is admitted to trading or listed if that is the principal market for the Common Stock or if not listed or admitted to trading on any national securities exchange or if such national securities exchange is not the principal market for the Common Stock, the closing bid prices reported by the National Association of Securities Dealers Automated Quotation System or its successor, if any, or such other generally accepted source of publicly reported bid and asked quotations as the Company may reasonably designate. If the price of the Common Stock is not so reported or the Common Stock is not publicly traded, the Current Market Price per share as of any Computation Date shall be determined by the Board of Directors in good faith, on such basis as it considers appropriate, and such determination shall be described in any event within 30 days, after a duly adopted board resolution certified by the Holder has complied with the provisions of this Section 1Company's secretary or assistant secretary.

Exercise; Issuance of Certificates; Payment for Shares. The rights represented by this Warrant may be exercised by the Holder, in whole or in part, at any time or from time to time during by the Exercise Period (subject to Section 2), upon presentation and surrender of this Warrant to the Company, at its principal office as set forth on the first page of this Warrant, together with a duly executed subscription (completed Exercise Agreement in the form attached hereto) and accompanied by payment hereto (“Exercise Agreement”), during normal business hours on any business day at the principal office of the Purchase Price for each share Company (or such other office or agency of Common Stock purchased. Such payment shall be made, the Company as it may designate by notice in cash or by certified, bank, or cashier's check, payable writing to the order Holder at the address of such Holder appearing on the books of the Company. Notwithstanding the foregoing provisions requiring payment in cash or by check, the Holder may from ) at any time to time at the Holder's option pay the Purchase Price or any portion thereof by surrendering prior to the CompanyExpiration Date and upon payment to the Company by certified check or wire transfer in an amount equal to the Exercise Price for the Warrant Shares to be purchased in connection with such exercise. The Holder may, in lieu of such paymentat its option, pay for the Warrant Shares by tendering Common Stock, including Warrant Shares and the right of the Holder to receive a number of shares of Common Stock having an aggregate Warrant Shares, valued at their Fair Market Value equal to such Purchase Price (or portion thereof) Per Share on the date of exercise (a "Cashless Exercise"). For purposes exercise, or any combination of the foregoing, the "Market Value" of a share of 2 cash and Common Stock as of a relevant date means the closing price on the trading day preceding such date with respect to the Common Stock on a national securities exchange or the Nasdaq National Market or Nasdaq SmallCap Market, as the case may beStock. The closing price shall be: (i) Company agrees that the last sale price of shares of the Common Stock on such trading day or, if no such sale takes place on such date, the average of the closing bid and asked prices thereof on such date, in each case as officially reported by the principal exchange on which the Common Stock is then listed or admitted to trading or by the Nasdaq Stock Market; or (ii) if no shares of Common Stock are then listed or admitted to trading on any national securities exchange or the Nasdaq National Market or the Nasdaq SmallCap Market, the average of the reported closing bid and asked prices thereof on such date in the over-the-counter market as shown on the National Association of Securities Dealers automated quotation system. The Cashless Exercise rights of the Holder so purchased shall be of no force or effect unless the Common Stock is then listed, admitted to trading, or reported. The shares of Common Stock purchased hereunder shall be and are deemed to have been be issued to the Holder or its designee (subject to the transfer restrictions applicable to this Warrant or to Warrant Shares) as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered to the Company, along with the subscription and full payment, whether by cash, check or Cashless Exercise, payment made for the such shares purchasedas aforesaid. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in said Exercise Agreement, shall be delivered to the Holder within a reasonable time after the rights represented by this Warrant shall have been so purchased andexercised. The stock certificate or certificates so delivered shall be in such denominations as may be requested by the Holder, shall be registered in the name of said Holder or such other name as shall be designated by said Holder (subject to the transfer restrictions applicable to this Warrant and to the Warrant Shares) and shall bear a restrictive legend similar to that on this Warrant unless in the opinion of counsel to the Holder such legend is not required in order to comply with the Securities Act. If this Warrant shall have been exercised only in part, then, unless this Warrant shall have has expired, the Company shall, at its expense, at the time of delivery of said stock certificates(s), deliver to said Holder a new Warrant representing the right to purchase the number of shares of Common Stock, if any, Stock with respect to which this Warrant shall not then have been exercised. The Company shall pay all expenses and charges payable in connection with the preparation, execution and delivery of stock certificates (and any new Warrants) except that, in case such stock certificates shall be registered in a name or names other than the Holder of this Warrant or such Holder’s nominee, funds sufficient to pay all stock transfer taxes which shall be payable in connection with the execution and delivery of such stock certificates shall be paid by the Holder to the Company at the time of delivery of such stock certificates by the Company as mentioned above. This Warrant shall be exercisable only for a whole number of Warrant Shares. No fractions of shares of Common Stock, or scrip for any such fractions of shares, shall be delivered issued upon the exercise of this Warrant. The Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to the Holder within a reasonable time, and in any event within 30 days, after Fair Market Price Per Share of one share of Common Stock at the Holder has complied with time of such exercise multiplied by such fraction computed to the provisions of this Section 1nearest whole cent.

Exercise; Issuance of Certificates; Payment for Shares. The rights represented by this Warrant may be exercised by the Holder, in whole or in part, at any time or from time to time during the Exercise Period (subject to Section 2)Period, upon presentation and surrender of this Warrant to the Company, at its principal executive office as set forth on in the first page of this WarrantCompany's most recent filings with the Securities and Exchange Commission, with a duly executed subscription (in the form attached hereto) and accompanied by payment of the Purchase Price for each share of Common Stock purchased. Such payment shall be made, in cash or by certified, bank, certified bank or cashier's check, payable to the order of the Company. Notwithstanding the foregoing provisions requiring payment in cash or by check, the Holder may from time to time at the Holder's option pay the Purchase Price or any portion thereof by surrendering to the Company, in lieu of such payment, the right of the Holder to receive a number of shares of Common Stock having an aggregate Market Value equal to such Purchase Price (or portion thereof) on the date of exercise (a "Cashless Exercise"). For purposes of the foregoing, the "Market Value" of a share of 2 Common Stock as of a relevant date means the closing price on the trading day preceding such date with respect to the Common Stock on a national securities exchange or the Nasdaq National Market or Nasdaq SmallCap MarketMarket or the Nasdaq OTC, as the case may bebe . The closing price shall be: (i) the last sale price of shares of the Common Stock on such trading day or, if no such sale takes place on such date, the average of the closing bid and asked prices thereof on such date, in each case as officially reported by the principal exchange on which the Common Stock is then listed or admitted to trading or by the Nasdaq Stock Market; or (ii) if no shares of Common Stock are then listed or admitted to trading on any national securities exchange or the Nasdaq National Market or the Nasdaq SmallCap Market, the average of the reported closing bid and asked prices thereof on such date in the over-the-counter market as shown on the National Association of Securities Dealers automated quotation system. The Cashless Exercise rights of the Holder shall be of no force or effect unless the Common Stock is then listed, admitted to trading, or reported. The shares of Common Stock purchased hereunder shall be deemed to have been issued to the Holder as of the close of business on the date on which this Warrant shall have been surrendered to the Company, along with the subscription and full payment, whether by cash, check cash or Cashless Exercisecheck, for the shares purchased. Certificates for the shares so purchased and, unless this Warrant shall have expired, a new Warrant representing the number of shares of Common Stock, if any, with respect to which this Warrant shall not then have been exercised, shall be delivered to the Holder within a reasonable time, and in any event within 30 10 business days, after the Holder has complied with the provisions of this Section 1.