Common use of Exercise of Warrant; Conversion of Warrant Clause in Contracts

Exercise of Warrant; Conversion of Warrant. (a) Subject to the limitations described in Section 2(a) above, this Warrant may, at the option of the Holder, be exercised in whole or in part from time to time, on or before 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such Holder’s election to exercise this Warrant (the “Exercise Notice”), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the Holder or an authorized officer thereof, (ii) a check or other funds (the “Funds”) payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the “Exercise Materials”); provided, however, that if this Warrant is not exercised in whole immediately prior to the consummation by the Company of a Change in Control Event (as defined in the Certificate of Designation designating the rights of the holders of the Series D Convertible Preferred Stock (“Certificate of Designation”)), then immediately following the consummation by the Company of such Change in Control Event, this Warrant will not be exercisable and shall be null and void for all purposes. Notwithstanding anything in this Warrant Agreement to the contrary, if this Warrant shall not have been exercised in full immediately prior to a Change in Control Event, then this Warrant shall be automatically exercised pursuant to. Section 3 below, without further action on the part of the Holder (and the Holder hereof shall be deemed to be a holder of the Common Stock issued upon such automatic exercise), immediately prior to the Change in Control Event, unless at any time on or before such time, the Holder shall notify the Company in writing that no such automatic exercise is to occur. The Company shall provide the holder of this Warrant any written materials which the Company is required to send to stockholders in connection with a Change of Control Event at the same time such materials are sent to the stockholders.

Exercise of Warrant; Conversion of Warrant. (a) Subject to the limitations described in Section 2(a) above, this This Warrant may, at the option of the Holder, be exercised in whole or in part from time to time, beginning on the Initial Exercise Date, on or before 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such Holder’s 's election to exercise this Warrant (the “Exercise Notice”"EXERCISE NOTICE"), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the Holder or an authorized officer thereof, (ii) a check or other funds (the “Funds”"FUNDS") payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the “Exercise Materials”"EXERCISE MATERIALS"); provided, however, that if this Warrant is not exercised in whole immediately prior to the consummation by the Company of a Change in of Control Event (as defined in the Certificate of Designation designating the rights of the holders of the Series D Convertible Preferred Stock (“Certificate of Designation”"CERTIFICATE OF DESIGNATION")), then immediately following the consummation by the Company of such Change in Control Event, this Warrant will not be exercisable and shall be null and void for all purposes. Notwithstanding anything in this Warrant Agreement to the contrary, if this Warrant shall not have been exercised in full immediately prior to a Change in Control Event, then this Warrant shall be automatically exercised pursuant to. to Section 3 below, without further action on the part of the Holder (and the Holder hereof shall be deemed to be a holder of the Common Stock issued upon such automatic exercise), immediately prior to the Change in Control Event, unless at any time on or before such time, the Holder shall notify the Company in writing that no such automatic exercise is to occur. The Company shall provide the holder of this Warrant any written materials which the Company is required to send to stockholders in connection with a Change of Control Event at the same time such materials are sent to the stockholders.

Exercise of Warrant; Conversion of Warrant. (a) Subject to the limitations described in Section 2(a) above, this Warrant may, at the option of the Holder, be exercised in whole or in part from time to time, on or before 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such Holder’s 's election to exercise this Warrant (the “Exercise Notice”"EXERCISE NOTICE"), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the Holder or an authorized officer thereof, (ii) a check or other funds (the “Funds”"FUNDS") payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the “Exercise Materials”"EXERCISE MATERIALS"); provided, however, that if this Warrant is not exercised in whole immediately prior to the consummation by the Company of a Change in Control Event (as defined in the Certificate of Designation designating the rights of the holders of the Series D Convertible Preferred Stock (“Certificate of Designation”"CERTIFICATE OF DESIGNATION")), then immediately following the consummation by the Company of such Change in Control Event, this Warrant will not be exercisable and shall be null and void for all purposes. Notwithstanding anything in this Warrant Agreement to the contrary, if this Warrant shall not have been exercised in full immediately prior to a Change in Control Event, then this Warrant shall be automatically exercised pursuant to. to Section 3 below, without further action on the part pal1 of the Holder (and the Holder hereof shall be deemed to be a holder of the Common Stock issued upon such automatic exercise), immediately prior to the Change in Control Event, unless at any time on or before such time, the Holder shall notify the Company in writing that no such automatic exercise is to occur. The Company shall provide the holder of this Warrant any written materials which the Company is required to send to stockholders in connection with a Change of Control Event at the same time such materials are sent to the stockholders.

Exercise of Warrant; Conversion of Warrant. (a) Subject to the limitations described in Section 2(a) above, this Warrant may, at the option of the Holder, be exercised in whole or in part from time to time, on or before 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such Holder’s 's election to exercise this Warrant (the “Exercise Notice”"EXERCISE NOTICE"), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the Holder or an authorized officer thereof, (ii) a check or other funds (the “Funds”"FUNDS") payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the “Exercise Materials”"EXERCISE MATERIALS"); provided, however, that if this Warrant is not exercised in whole immediately prior to the consummation by the Company of a Change in Control Event (as defined in the Certificate of Designation designating the rights of the holders of the Series D Convertible Preferred Stock (“Certificate of Designation”"CERTIFICATE OF DESIGNATION")), then immediately following the consummation by the Company of such Change in Control Event, this Warrant will not be exercisable and shall be null and void for all purposes. Notwithstanding anything in this Warrant Agreement to the contrary, if this Warrant shall not have been exercised in full immediately prior to a Change in Control Event, then this Warrant shall be automatically exercised pursuant to. to Section 3 below, without further action on the part of the Holder (and the Holder hereof shall be deemed to be a holder of the Common Stock issued upon such automatic exercise), immediately prior to the Change in Control Event, unless at any time on or before such time, the Holder shall notify the Company in writing that no such automatic exercise is to occur. The Company shall provide the holder of this Warrant any written materials which the Company is required to send to stockholders in connection with a Change of Control Event at the same time such materials are sent to the stockholders.

Exercise of Warrant; Conversion of Warrant. (a) Subject to the limitations described in Section 2(a) above, this Warrant may, at the option of the Holder, be exercised in whole or in part from time to time, on or before 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such Holder’s 's election to exercise this Warrant (the “"Exercise Notice”"), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the Holder or an authorized officer thereof, (ii) a check or other funds (the “"Funds”") payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the “"Exercise Materials”"); provided, however, that if this Warrant is not exercised in whole immediately prior to the consummation by the Company of a Change in Control Event (as defined in the Certificate of Designation designating the rights of the holders of the Series D Secured Convertible Preferred Stock (“Certificate of Designation”)Promissory Notes), then immediately following the consummation by the Company of such Change in Control Event, this Warrant will not be exercisable and shall be null and void for all purposes. Notwithstanding anything in this Warrant Agreement to the contrary, if this Warrant shall not have been exercised in full immediately prior to a Change in Control Event, then this Warrant shall be automatically exercised pursuant to. to Section 3 below, without further action on the part of the Holder (and the Holder hereof shall be deemed to be a holder of the Common Stock issued upon such automatic exercise), immediately prior to the Change in Control Event, unless at any time on or before such time, the Holder shall notify the Company in writing that no such automatic exercise is to occur. The Company shall provide the holder of this Warrant any written materials which the Company is required to send to stockholders in connection with a Change of Control Event at the same time such materials are sent to the stockholders.

Exercise of Warrant; Conversion of Warrant. (a) Subject to the limitations described in Section 2(a) above, this This Warrant may, at the option of the Holder, be exercised in whole or in part from time to time, on or before 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such Holder’s 's election to exercise this Warrant (the “Exercise "EXERCISE Notice”"), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the Holder or an authorized officer thereof, (ii) a check or other funds (the “Funds”"FUNDS") payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the “Exercise Materials”"EXERCISE MATERIALS"); provided, however, that if this Warrant is not exercised in whole immediately prior to the consummation by the Company of a Change in Control Event (as defined in the Certificate of Designation designating the rights of the holders of the Series D Convertible Preferred Stock (“Certificate of Designation”)below), then immediately following the consummation by the Company of such Change in Control Event, this Warrant will not be exercisable and shall be null and void for all purposes. Notwithstanding anything in this Warrant Agreement to the contrary, if this Warrant shall not have been exercised in full immediately prior to a Change in Control Event, then this Warrant shall be automatically exercised pursuant to. to Section 3 below, without further action on the part of the Holder (and the Holder hereof shall be deemed to be a holder of the Common Stock issued upon such automatic exercise), immediately prior to the Change in Control Event, unless at any time on or before such time, the Holder shall notify the Company in writing that no such automatic exercise is to occur. The Company shall provide the holder of this Warrant any written materials which the Company is required to send to stockholders in connection with a Change of Control Event at the same time such materials are sent to the stockholders."

Exercise of Warrant; Conversion of Warrant. (a) Subject to the limitations described in Section 2(a) above, this This Warrant may, at the option of the Holder, be exercised in whole or in part from time to time, on or before 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such Holder’s 's election to exercise this Warrant (the “"Exercise Notice”"), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the Holder or an authorized officer thereof, (ii) a check or other funds (the “"Funds”") payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the “"Exercise Materials”"); provided, however, that if this Warrant is not exercised in whole immediately prior to the consummation by the Company of a Change in Control Event (as defined in the Certificate of Designation designating the rights of the holders of the Series D Convertible Preferred Stock (“Certificate of Designation”)below), then immediately following the consummation by the Company of such Change in Control Event, this Warrant will not be exercisable and shall be null and void for all purposes. Notwithstanding anything in this Warrant Agreement to the contrary, if this Warrant shall not have been exercised in full immediately prior to a Change in Control Event, then this Warrant shall be automatically exercised pursuant to. to Section 3 below, without further action on the part of the Holder (and the Holder hereof shall be deemed to be a holder of the Common Stock issued upon such automatic exercise), immediately prior to the Change in Control Event, unless at any time on or before such time, the Holder shall notify the Company in writing that no such automatic exercise is to occur. The Company shall provide the holder of this Warrant any written materials which the Company is required to send to stockholders in connection with a Change of Control Event at the same time such materials are sent to the stockholders.“

Exercise of Warrant; Conversion of Warrant. (a) Subject to the limitations described in Section 2(a) above, this Warrant may, at the option of the Holder, be exercised in whole or in part from time to time, on or before 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such Holder’s 's election to exercise this Warrant (the “"Exercise Notice”"), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the Holder or an authorized officer thereof, (ii) a check or other funds (the “"Funds”") payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the “"Exercise Materials”"); provided, however, that if this Warrant is not exercised in whole immediately prior to the consummation by the Company of a Change in Control Event (as defined in the Certificate of Designation designating the rights of the holders of the Series D Convertible Preferred Stock (“Certificate of Designation”)), then immediately following the consummation by the Company of such Change in Control Event, this Warrant will not be exercisable and shall be null and void for all purposes. Notwithstanding anything in this Warrant Agreement to the contrary, if this Warrant shall not have been exercised in full immediately prior to a Change in Control Event, then this Warrant shall be automatically exercised pursuant to. to Section 3 below, without further action on the part of the Holder (and the Holder hereof shall be deemed to be a holder of the Common Stock issued upon such automatic exercise), immediately prior to the Change in Control Event, unless at any time on or before such time, the Holder shall notify the Company in writing that no such automatic exercise is to occur. The Company shall provide the holder of this Warrant any written materials which the Company is required to send to stockholders in connection with a Change of Control Event at the same time such materials are sent to the stockholders.