Common use of Exercise Period and Vesting Clause in Contracts

Exercise Period and Vesting. The "Exercise Period" is the period beginning on the date of this Warrant (the "Issuance Date") and ending at 5:00 p.m., New York time, on July 31, 2005 (the "Exercise Period"). This Warrant will terminate automatically and immediately upon the expiration of the Exercise Period. Notwithstanding the above, upon the occurrence of an acquisition of all the issued and outstanding capital stock of the Company (by way of stock purchase, merger or consolidation) or all or substantially all of the assets of the Company, in each case in one transaction or a series of related transactions, this Warrant shall terminate, unless on or prior to the date of such occurrence, Holder exercises this Warrant (in which event, the portion of this Warrant which was not exercised shall automatically expire, without any action on behalf of the Company). This Warrant shall vest and become exercisable by the Holder in three separate tranches. Holder's right to purchase 42,500 shares of Common Stock hereunder (the "First Tranche") shall vest, at the discretion of the Company, on September 15, 2000 (which vesting may be accelerated at the sole option of the Company, upon written notice to Holder). Holder's right to purchase an additional 21,250 shares of Common Stock hereunder (the "Second Tranche") shall vest on December 15, 2000; provided, however, that the Second Tranche shall not vest if, on or prior to December 12, 2000, the Company notifies the Holder in writing (in accordance with Section 11 below) that the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate pursuant to Section 1 of that certain letter agreement, of even date herewith, by and between the Company and Stonegate. Holder's right to purchase an additional 21,250 shares of Common Stock hereunder (the "Third Tranche") shall vest on March 15, 2001; provided, however, that the Third Tranche shall not vest if, on or prior to March 12, 2001, the Company notifies the Holder in writing (in accordance with Section 11 below) that the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate pursuant to Section 1 of that certain letter agreement, of even date herewith, by and between the Company and Stonegate. Notwithstanding the above, this Warrant shall automatically vest in full immediately prior to the occurrence of either of the following events: (i) a Change in Control of the Company; or (ii) the sale of at least five million dollars of Securities by the Company pursuant to a Placement (as such terms are defined in the Placement Agency Agreement, of even date herewith, by and between the Company and Stonegate Securities, Inc.). For purposes of this Warrant, a "Change in Control" of the Company shall be deemed to have occurred if: (a) any individual, entity or group (within the meaning of Section l3(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) is or becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the Company; (b) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation or partnership (or, if no such approval is required, the consummation of such a merger or consolidation of the Company), other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to the consummation thereof continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or of a parent of the surviving entity) a majority of the combined voting power of the voting securities of the surviving entity (or its parent) outstanding immediately after that merger or consolidation; or (c) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets (or, if no such approval is required, the consummation of such a liquidation, sale, or disposition in one transaction or series of related transactions), other than a liquidation, sale or disposition of all or substantially all of the Company's assets in one transaction or a series of related transactions to a corporation or other entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

Exercise Period and Vesting. The "Exercise Period" is the period beginning on the date of this Warrant (the "Issuance Date") and ending at 5:00 p.m., New York Dallas, Texas time, on July 31May 24, 2005 (the "Exercise Period")2003. This Warrant will terminate automatically and immediately upon the expiration of the Exercise Period. Notwithstanding the above, upon the occurrence of an acquisition of all the issued and outstanding capital stock of the Company (The Warrants represented by way of stock purchase, merger or consolidation) or all or substantially all of the assets of the Company, in each case in one transaction or a series of related transactions, this Warrant shall terminate, unless on or prior to the date of such occurrence, Holder exercises this Warrant (in which event, the portion of this Warrant which was not exercised shall automatically expire, without any action on behalf of the Company). This Warrant Certificate shall vest and become exercisable by the Holder Holder(s) in three two separate tranches. Holder's right Warrants to purchase 42,500 shares of Common Stock hereunder (the "First Tranche") shall vest, at the discretion vest immediately upon execution of this Warrant by the Company, on September 15, 2000 (which vesting may be accelerated at the sole option of the Company, upon written notice to Holder). Holder's right Warrants to purchase an additional 21,250 42,500 shares of Common Stock hereunder (the "Second Tranche") shall vest at the Company's sole discretion on December 15September 30, 2000; provided, however, 2000 (the "Second Vesting Date"). It is understood that the Second Tranche Tranche, shall not vest ifimmediately upon the Second Vesting Date, on or prior to December 12, 2000, unless the Company notifies the Holder Holder(s) in writing (in accordance with Section 11 below) that the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate contrary. Notice must be delivered pursuant to Section 1 of that certain letter agreement, of even date herewith, by and between the Company and Stonegate. Holder's right to purchase an additional 21,250 shares of Common Stock hereunder (the "Third Tranche") shall vest on March 15, 2001; provided, however, that the Third Tranche shall not vest if, 12 below on or before thirty (30) days prior to March 12the Second Vesting Date to the following two entities: Stonegate Securities, 2001Inc., 500 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxx, 00000; xxd Richxxx X. Xxxxxxx, Xxckxxx Xxxxxx X.X.P., 901 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx, 00000. Xxtwithstanding the Company notifies above, upon the Holder occurrence of a Change in writing (in accordance with Section 11 below) that Control of the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate pursuant to Section 1 of that certain letter agreement, of even date herewith, by and between the Company and Stonegate. Notwithstanding the above, this Warrant shall automatically vest in full immediately prior to the occurrence of either of the following events: (i) a Change in Control of the Company; or (ii) the sale of at least five million dollars of Securities by the Company pursuant to a Placement (as such terms are defined in the Placement Agency Agreement, of even date herewith, by and between the Company and Stonegate Securities, Inc.)full. For purposes of this Warrant, a "Change in Control" of the Company shall be deemed to have occurred if: (a) any individual, entity or group (within the meaning of Section l3(d)(313(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) is or becomes the "beneficial owner" (as defined in Rule 13d-3 l3d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the Company; or (b) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation or partnership (or, if no such approval is required, the consummation of such a merger or consolidation of the Company), other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to the consummation thereof continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or of a parent of the surviving entity) a majority of the combined voting power of the voting securities of the surviving entity (or its parent) outstanding immediately after that merger or consolidation; or (c) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets (or, if no such approval is required, the consummation of such a liquidation, sale, or disposition in one 2 transaction or series of related transactions), other than a liquidation, sale or disposition of all or substantially all of the Company's assets in one transaction or a series of related transactions to a corporation or other entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (d) members of the Board of Directors of the Company as of the date of this Warrant cease for any reason to constitute at least a majority of the Board of Directors of the Company (excluding any changes made to expand the Board of Directors of the Company or change existing directors for the purpose of complying with the new Nasdaq National Market Audit Committee rules).

Exercise Period and Vesting. The "Exercise Period" is the period beginning on the date of this Warrant (the "Issuance Date") and ending at 5:00 p.m., New York time, on July 31, 2005 (the "Exercise Period"). This Warrant will terminate automatically and immediately upon the expiration of the Exercise Period. Notwithstanding the above, upon the occurrence of an acquisition of all the issued and outstanding capital stock of the Company (by way of stock purchase, merger or consolidation) or all or substantially all of the assets of the Company, in each case in one transaction or a series of related transactions, this Warrant shall terminate, unless on or prior to the date of such occurrence, Holder exercises this Warrant (in which event, the portion of this Warrant which was not exercised shall automatically expire, without any action on behalf of the Company). This Warrant shall vest and become exercisable by the Holder in three separate tranches. Holder's right to purchase 42,500 15,000 shares of Common Stock hereunder (the "First Tranche") shall vest, at the discretion of the Company, on September 15, 2000 (which vesting may be accelerated at the sole option of the Company, upon written notice to Holder). Holder's right to purchase an additional 21,250 7,500 shares of Common Stock hereunder (the "Second Tranche") shall vest on December 15, 2000; provided, however, that the Second Tranche shall not vest if, on or prior to December 12, 2000, the Company notifies the Holder in writing (in accordance with Section 11 below) that the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate pursuant to Section 1 of that certain letter agreement, of even date herewith, by and between the Company and Stonegate. Holder's right to purchase an additional 21,250 7,500 shares of Common Stock hereunder (the "Third Tranche") shall vest on March 15, 2001; provided, however, that the Third Tranche shall not vest if, on or prior to March 12, 2001, the Company notifies the Holder in writing (in accordance with Section 11 below) that the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate pursuant to Section 1 of that certain letter agreement, of even date herewith, by and between the Company and Stonegate. Notwithstanding the above, this Warrant shall automatically vest in full immediately prior to the occurrence of either of the following events: (i) a Change in Control of the Company; or (ii) the sale of at least five million dollars of Securities by the Company pursuant to a Placement (as such terms are defined in the Placement Agency Agreement, of even date herewith, by and between the Company and Stonegate Securities, Inc.). For purposes of this Warrant, a "Change in Control" of the Company shall be deemed to have occurred if: (a) any individual, entity or group (within the meaning of Section l3(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) is or becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the Company; (b) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation or partnership (or, if no such approval is required, the consummation of such a merger or consolidation of the Company), other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to the consummation thereof continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or of a parent of the surviving entity) a majority of the combined voting power of the voting securities of the surviving entity (or its parent) outstanding immediately after that merger or consolidation; or (c) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets (or, if no such approval is required, the consummation of such a liquidation, sale, or disposition in one transaction or series of related transactions), other than a liquidation, sale or disposition of all or substantially all of the Company's assets in one transaction or a series of related transactions to a corporation or other entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

Exercise Period and Vesting. The "Exercise Period" is the period beginning on the date of this Warrant (the "Issuance Date") and ending at 5:00 p.m., New York Dallas, Texas time, on July 31December 7, 2005 (the "Exercise Period")2002. This Warrant will terminate automatically and immediately upon the expiration of the Exercise Period. Notwithstanding the above, upon the occurrence of an acquisition of all the issued and outstanding capital stock of the Company (The Warrants represented by way of stock purchase, merger or consolidation) or all or substantially all of the assets of the Company, in each case in one transaction or a series of related transactions, this Warrant shall terminate, unless on or prior to the date of such occurrence, Holder exercises this Warrant (in which event, the portion of this Warrant which was not exercised shall automatically expire, without any action on behalf of the Company). This Warrant shall vest and become exercisable by the Holder in three separate tranches. Holder's right to purchase 42,500 shares of Common Stock hereunder (the "First Tranche") shall vest, at the discretion of the Company, on September 15, 2000 (which vesting may be accelerated at the sole option of the Company, upon written notice to Holder). Holder's right to purchase an additional 21,250 shares of Common Stock hereunder (the "Second Tranche") Certificate shall vest on December February 15, 2000; provided, however, that the Second Tranche shall not vest if, on or unless prior to December 12, 2000, such date the Company notifies the Holder terminates in writing (in accordance with Section 11 below) that the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate pursuant to Section 1 of that certain letter agreement, dated as of even date herewithDecember 7, by and between the Company and Stonegate. Holder's right to purchase an additional 21,250 shares of Common Stock hereunder (the "Third Tranche") shall vest on March 15, 2001; provided, however, that the Third Tranche shall not vest if, on or prior to March 12, 2001, the Company notifies the Holder in writing (in accordance with Section 11 below) that the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate pursuant to Section 1 of that certain letter agreement, of even date herewith, by and between the Company and Stonegate. Notwithstanding the above, this Warrant shall automatically vest in full immediately prior to the occurrence of either of the following events: (i) a Change in Control of the Company; or (ii) the sale of at least five million dollars of Securities by the Company pursuant to a Placement (as such terms are defined in the Placement Agency Agreement, of even date herewith1999, by and between the Company and Stonegate Securities, Inc. due to Stonegate Securities, Inc.)'s failure to satisfactorily perform the services set forth in Section 1 of such letter agreement. Notwithstanding the above, upon the occurrence of a Change in Control of the Company, this Warrant shall automatically vest in full. For purposes of this Warrant, a "Change in Control" of the Company shall be deemed to have occurred if: (a) any individual, entity or group (within the meaning of Section l3(d)(313(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) is or becomes the "beneficial owner" (as defined in Rule 13d-3 l3d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the Company; or (b) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation or partnership (or, if no such approval is required, the consummation of such a merger or consolidation of the Company), other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to the consummation thereof continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or of a parent of the surviving entity) a majority of the combined voting power of the voting securities of the surviving entity (or its parent) outstanding immediately after that merger or consolidation; or (c) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets (or, if no such approval is required, the consummation of such a liquidation, sale, or disposition in one transaction or series of related transactions), other than a liquidation, sale or disposition of all or substantially all of the Company's assets in one transaction or a series of related transactions to a corporation or other entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.; or (d) members of the Board of Directors of the Company as of the date of this Warrant cease for any reason to constitute at least a majority of the Board of Directors of the Company

Exercise Period and Vesting. The "Exercise Period" is the period beginning on the date of this Warrant (the "Issuance Date") and ending at 5:00 p.m., New York Dallas, Texas time, on July 31May 24, 2005 (the "Exercise Period")2003. This Warrant will terminate automatically and immediately upon the expiration of the Exercise Period. Notwithstanding the above, upon the occurrence of an acquisition of all the issued and outstanding capital stock of the Company (The Warrants represented by way of stock purchase, merger or consolidation) or all or substantially all of the assets of the Company, in each case in one transaction or a series of related transactions, this Warrant shall terminate, unless on or prior to the date of such occurrence, Holder exercises this Warrant (in which event, the portion of this Warrant which was not exercised shall automatically expire, without any action on behalf of the Company). This Warrant Certificate shall vest and become exercisable by the Holder Holder(s) in three two separate tranches. Holder's right Warrants to purchase 42,500 15,000 shares of Common Stock hereunder (the "First Tranche") shall vest, at the discretion vest immediately upon execution of this Warrant by the Company, on September 15, 2000 (which vesting may be accelerated at the sole option of the Company, upon written notice to Holder). Holder's right Warrants to purchase an additional 21,250 15,000 shares of Common Stock hereunder (the "Second Tranche") shall vest at the Company's sole discretion on December 15September 30, 2000; provided, however, 2000 (the "Second Vesting Date"). It is understood that the Second Tranche Tranche, shall not vest ifimmediately upon the Second Vesting Date, on or prior to December 12, 2000, unless the Company notifies the Holder Holder(s) in writing (in accordance with Section 11 below) that the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate contrary. Notice must be delivered pursuant to Section 1 of that certain letter agreement, of even date herewith, by and between the Company and Stonegate. Holder's right to purchase an additional 21,250 shares of Common Stock hereunder (the "Third Tranche") shall vest on March 15, 2001; provided, however, that the Third Tranche shall not vest if, 12 below on or before thirty (30) days prior to March 12the Second Vesting Date to the following two entities: Stonegate Securities, 2001Inc., 500 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxx, 00000; xxd Richxxx X. Xxxxxxx, Xxckxxx Xxxxxx X.X.P., 901 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx, 00000. Xxtwithstanding the Company notifies above, upon the Holder occurrence of a Change in writing (in accordance with Section 11 below) that Control of the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate pursuant to Section 1 of that certain letter agreement, of even date herewith, by and between the Company and Stonegate. Notwithstanding the above, this Warrant shall automatically vest in full immediately prior to the occurrence of either of the following events: (i) a Change in Control of the Company; or (ii) the sale of at least five million dollars of Securities by the Company pursuant to a Placement (as such terms are defined in the Placement Agency Agreement, of even date herewith, by and between the Company and Stonegate Securities, Inc.)full. For purposes of this Warrant, a "Change in Control" of the Company shall be deemed to have occurred if: (a) any individual, entity or group (within the meaning of Section l3(d)(313(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) is or becomes the "beneficial owner" (as defined in Rule 13d-3 l3d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the Company; or (b) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation or partnership (or, if no such approval is required, the consummation of such a merger or consolidation of the Company), other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to the consummation thereof continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or of a parent of the surviving entity) a majority of the combined voting power of the voting securities of the surviving entity (or its parent) outstanding immediately after that merger or consolidation; or (c) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets (or, if no such approval is required, the consummation of such a liquidation, sale, or disposition in one transaction or series of related transactions), other than a liquidation, sale or disposition of all or substantially all of the Company's assets in one transaction or a series of related transactions to a corporation or other entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.one

Exercise Period and Vesting. The "Exercise Period" is the period beginning on the date of this Warrant (the "Issuance Date") and ending at 5:00 p.m., New York Dallas, Texas time, on July 31May 23, 2005 (the "Exercise Period"). This Warrant will terminate automatically and immediately upon the expiration of the Exercise Period. Notwithstanding the above, upon the occurrence of an acquisition of all the issued and outstanding capital stock of the Company (by way of stock purchase, merger or consolidation) or all or substantially all of the assets of the Company, in each case in one transaction or a series of related transactions, this Warrant shall terminate, unless on or prior to the date of such occurrence, Holder exercises this Warrant (in which event, the portion of this Warrant which was not exercised shall automatically expire, without any action on behalf of the Company). This Warrant shall vest and become exercisable by the Holder in three two separate tranches. Holder's right to purchase 42,500 ______ shares of Common Stock hereunder (the "First Tranche") shall vest, at vest on the discretion of the Company, on September 15, 2000 (which vesting may be accelerated at the sole option of the Company, upon written notice to Holder)Issuance Date. Holder's right to purchase an additional 21,250 _______ shares of Common Stock hereunder (the "Second Tranche") shall vest on December 15August 31, 2000; provided, however, that the Second Tranche shall not vest if, on or prior to December 12August 21, 2000, the Company notifies the Holder in writing (in accordance with Section 11 below) that the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate pursuant to Section 1 of that certain letter agreement, of even date herewith, by and between the Company and Stonegate. Holder's right to purchase an additional 21,250 shares of Common Stock hereunder (the "Third Tranche") shall vest on March 15, 2001; provided, however, that the Third Tranche shall not vest if, on or prior to March 12, 2001, the Company notifies the Holder in writing (in accordance with Section 11 below) that the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate pursuant to Section 1 of that certain letter agreement, of even date herewith, by and between the Company and Stonegate. Notwithstanding the above, this Warrant shall automatically vest in full immediately prior to the occurrence of either of the following events: (i) a Change in Control of the Company; or (ii) the sale of at least five million dollars of Securities by the Company pursuant to a Placement (as such terms are defined in the Placement Agency Agreement, of even date herewith, by and between the Company and Stonegate Securities, Inc.). For purposes of this Warrant, a "Change in Control" of the Company shall be deemed to have occurred if: (a) any individual, entity or group (within the meaning of Section l3(d)(313(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) is or becomes the "beneficial owner" (as defined in Rule 13d-3 l3d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the Company; (b) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation or partnership (or, if no such approval is required, the consummation of such a merger or consolidation of the Company), other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to the consummation thereof continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or of a parent of the surviving entity) a majority of the combined voting power of the voting securities of the surviving entity (or its parent) outstanding immediately after that merger or consolidation; or (c) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets (or, if no such approval is required, the consummation of such a liquidation, sale, or disposition in one transaction or series of related transactions), other than a liquidation, sale or disposition of all or substantially all of the Company's assets in one transaction or a series of related transactions to a corporation or other entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.