Common use of Exercise; Restrictions on Exercise Clause in Contracts

Exercise; Restrictions on Exercise. At any time after one year after the Closing Date and on or before the Expiration Date (unless redeemed pursuant to Section 3.5), any outstanding Warrants may be exercised on any Business Day; PROVIDED that the Warrants will become exercisable in connection with the initial public offering of equity securities of the Company, effective upon the consummation of such offering (or, in the case of any Warrants as to which the Holders thereof have exercised piggyback registration rights for such offering pursuant to Section 2 of the Warrants Registration Rights Agreement, effective at such earlier time as may be necessary to permit such exercise of such rights), and PROVIDED FURTHER that the Warrant Registration Statement is, at the time of exercise, effective and available for the exercise of the Warrants or the exercise of such Warrants is exempt from the registration requirements of the Securities Act, as reasonably determined by the Company, and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states or other jurisdictions in which the various Holders reside. Any Warrants not exercised by 5:00 p.m., New York City time, on the Expiration Date shall expire and all rights of the Holders of such Warrants shall terminate. Additionally, pursuant to Section 4.1(j)(ii) hereof, the Warrants shall expire and all rights of the Holders of such Warrants shall terminate in the event the Company merges or consolidates with or sells all or substantially all of its property and assets to a Person (other than an Affiliate of the Company) if the consideration payable to holders of Common Stock in exchange for their Common Stock in connection with such merger, consolidation or sale consists solely of cash or in the event of the dissolution, liquidation or winding up of the Company.

Exercise; Restrictions on Exercise. At any time after one year after the Closing Date and on or before the Expiration Date (unless redeemed pursuant to Section 3.5)Date, any outstanding Warrants may be exercised on any Business Day; PROVIDED provided, however, that the Warrants will become exercisable in connection no such exercise may be effected unless (a) for those Holders who may exercise warrants pursuant to a registration statement, a registration statement with the initial public offering of equity securities of Commission relating to the Company, effective upon the consummation of Common Shares for which such offering (or, in the case of any Warrants as to which the Holders thereof have are being exercised piggyback registration rights for such offering pursuant to Section 2 of the Warrants Registration Rights Agreement, effective at such earlier time as may be necessary to permit such exercise of such rights), and PROVIDED FURTHER that the Warrant Registration Statement is, at the time of exercise, effective and available for the exercise of the Warrants in effect or (b) the exercise of such Warrants is exempt from the registration requirements of the Securities Act. In the case of clause (b) above, (i) Holders exercising such Warrants pursuant to Regulation S under the Securities Act shall be required to (A) exercise such Warrants outside the United States and (B) deliver either (1) written certification that it is not a "U.S. Person" (as reasonably determined by defined in Rule 902 under the Company, Securities Act) and such securities the warrant is not being exercised on behalf of a U.S. Person or (2) an Opinion of Counsel to the effect that the Warrant and the Underlying Securities have been registered under the Securities Act or are qualified for sale or exempt from qualification under registration thereunder and (ii) all other exercising Holders shall deliver such certifications, acknowledgements and undertakings as the applicable securities laws Company or the Warrant Agent may reasonably request and, if the Company or the Warrant Agent reasonably require, an Opinion of the states or other jurisdictions in which the various Holders resideCounsel with respect to such exemption. Any Warrants not exercised by 5:00 p.m., New York City time, on the Expiration Date shall expire and all rights of the Holders of such Warrants shall terminate. Additionally, pursuant to Section 4.1(j)(ii) hereof, the Warrants shall expire and all rights of the Holders of such Warrants shall terminate as, when and to the extent provided in the event Section 4.1(j)(ii) hereof, if the Company merges or consolidates with with, or sells all or substantially all of its property and assets to a to, another Person (other than an Affiliate of the Company) if and the consideration is payable to holders of Common Stock in exchange for their Common Stock in connection with such merger, consolidation or sale consists solely of cash or in the event of the dissolution, liquidation or winding up of the Company.

Exercise; Restrictions on Exercise. At Subject to the ------------ ---------------------------------- terms and conditions set forth herein, the Warrants shall be exercisable at any time or from time to time after the date hereof (the "Exercisability Date"); provided, however, that Warrants may not be exercised (i) prior to the date on which the Warrant Agent has received written notice from the Company that a Warrant Shares Registration Statement has been declared effective with respect to the Warrant Shares, (ii) at any time after one year after the Closing Date and on Warrant Agent has received written notice from the Company or before the Expiration Date Commission that a stop order issued by the Commission suspending the effectiveness of such Warrant Shares Registration Statement is in effect or (unless redeemed pursuant to iii) during any Suspension Period permitted under Section 3.56.2(b)(ii), any outstanding Warrants may be exercised on any Business Day; PROVIDED that the Warrants will become exercisable in connection with the initial public offering of equity securities of the Company, effective upon the consummation of such offering (or, in the case of any Warrants as to which the Holders thereof have exercised piggyback registration rights for such offering pursuant to Section 2 of the Warrants Registration Rights Agreement, effective at such earlier time as may be necessary to permit such exercise of such rights), and PROVIDED FURTHER provided that the Warrant Registration Statement is, at Agent has received notice from the time of exercise, effective and available for the exercise of the Warrants or the exercise Company of such Warrants is exempt from the registration requirements of the Securities Act, as reasonably determined by the Company, and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states or other jurisdictions in which the various Holders resideSuspension Period. Any Warrants not exercised by 5:00 p.m., New York City time, on the Expiration Date shall expire and all rights of the Holders of such Warrants shall terminate. The Company shall give notice not less than 90, and not more than 120, calendar days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of the close of business on the Expiration Date. Additionally, pursuant to Section 4.1(j)(ii4.1(h)(ii) hereof, the Warrants shall will expire and all rights of the Holders of such Warrants shall terminate in the event the Company merges or consolidates with or sells all or substantially all of its property and assets to a Person (other than an Affiliate of the Company) if the consideration payable to holders of shares of Common Stock in exchange for their Common Stock in connection with such merger, consolidation or sale consists solely of cash or in cash. The Company shall give the event Warrant Agent written notice of either of the dissolution, liquidation or winding up of events described in this paragraph immediately upon the Companyoccurrence thereof.

Exercise; Restrictions on Exercise. At any time after one year after the Closing Date February 4, 2000, and on or before the Expiration Date (unless redeemed pursuant to Section 3.5)Date, any outstanding Warrants may be exercised on any Business Day; PROVIDED that the Warrants will become exercisable in connection with the initial public offering of equity securities of the Company, effective upon the consummation of such offering (or, in the case of any Warrants as to which Day by the Holders thereof have exercised piggyback registration rights for such offering pursuant to Section 2 of the Warrants Registration Rights Agreementthereof; provided, effective at such earlier time as may be necessary to permit such exercise of such rights), and PROVIDED FURTHER that the Warrant Registration Statement is, at the time of exercise, effective and available for the exercise of the Warrants or the exercise of such Warrants is exempt from the registration requirements of the Securities Act; further provided, that notwithstanding anything to the contrary in this Agreement, neither any Holder nor any of its permitted transferees (each, a "Regulated Holder") shall be entitled to exercise any Warrants, unless in the reasonable judgment of such Regulated Holder, such exercise would not violate the Bank Holding Company Act of 1956, as reasonably determined by the Companyamended, and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states or other jurisdictions in which the various Holders resideregulations promulgated thereunder. Any Warrants not exercised by 5:00 p.m., New York City time, on the Expiration Date shall expire and all rights of the Holders of such Warrants shall terminate. Additionally, pursuant to Section 4.1(j)(ii) hereofhereof and subject to the conditions set forth therein, the Warrants shall expire and all rights of the Holders of such Warrants shall terminate in the event the Company merges or consolidates with or sells all or substantially all of its property and assets to a Person (other than an Affiliate of the Company) if the consideration payable to holders of Common Stock in exchange for their Common Stock in connection with such merger, consolidation or sale consists solely of cash or in the event of the dissolution, liquidation or winding up of the Company.