Common use of Exercise Procedure and Payment Clause in Contracts

Exercise Procedure and Payment. Subject to the provisions of the Warrants and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it, at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full, in lawful money of the United States, in cash, good certified check or good bank draft payable to the order of the Company, the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Common Stock and the issuance of the Common Stock. Provided that the Insider Warrants are held by Insiders or their affiliates at the time of such exercise, in the event of a redemption of Warrants pursuant to Section 6 hereof, the Insider Warrants may be exercised on a “cashless basis” by surrendering the Insider Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (a) the product of the number of shares of Common Stock underlying the Warrants multiplied by the difference between the Warrant Price and the “Fair Market Value” (defined below) by (b) the Fair Market Value. Solely for purposes of this Section 3.3.1, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to holders of Warrants pursuant to Section 6 hereof.