Common use of Failure to Deliver Warrant Shares Clause in Contracts

Failure to Deliver Warrant Shares. If by the second (2nd) Business Day after exercise of this Warrant, the Company fails to deliver the required number of Warrant Shares, the Holder will have the right to rescind the exercise. If by the second (2nd) Business Day after exercise, the Company fails to deliver the required number of Warrant Shares, and if after such second (2nd) Business Day and prior to the receipt of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy In”), then the Company shall (i) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue by (B) the closing bid price of the Common Stock on the exercise date and (ii) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Warrant Shares that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy In.

Failure to Deliver Warrant Shares. If Unless a share certificate is to be issued in accordance with Section 2.2, if by the second (2nd) Business Day after exercise of this Warrant, the Company fails to deliver the required number of Warrant Shares, the Holder will have the right to rescind the exercise. If Unless a share certificate is to be issued in accordance with Section 2.2, if by the second (2nd) Business Day after exercise, the Company fails to deliver the required number of Warrant Shares, and if after such second (2nd) Business Day and prior to the receipt of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy In”), then the Company shall (i) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue by (B) the closing bid price of the Common Stock on the exercise date and (ii) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Warrant Shares that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy In.

Failure to Deliver Warrant Shares. If In the event that the Holder has not received certificates (without any restrictive legend except as expressly required by the Securities Purchase Agreement) representing the number of Warrant Shares specified in the applicable Exercise Notice on or before the second (2nd) Business Day after exercise of this Warrant, following the Company fails to deliver the required number of Warrant SharesDelivery Date therefor (an “Exercise Default”), the Holder will shall have the right to rescind receive from the exercise. If Company an amount equal to (A) the aggregate amount paid by the second (2nd) Business Day after exercise, the Company fails to deliver the required number of Warrant Shares, and if after such second (2nd) Business Day and prior to the receipt of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise) for shares of Common Stock to deliver in satisfaction of a sale purchased by the Holder in order to make delivery on a sale effected in anticipation of receiving Warrant Shares which the Holder anticipated receiving upon such exercise minus (a “Buy In”), then B) the aggregate Exercise Price for such Warrant Shares (which payment shall not relieve the Company shall (i) pay in cash from its obligation to deliver such Warrant Shares to the Holder); provided, that if, in lieu of or in addition to purchasing shares of Common Stock for the purpose of making delivery on such sale, the Holder borrows shares of Common Stock in order to make such delivery, the amount Holder shall have the additional right to be reimbursed by which (x) the Company for all costs associated with effecting such borrowing transaction. The Holder’s total purchase price rights and remedies hereunder are cumulative, and no right or remedy is exclusive of any other. In addition to the amounts specified herein, the Holder shall have the right to pursue all other remedies available to it at law or in equity (including brokerage commissionsincluding, if any) for the Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number without limitation, a decree of Warrant Shares that the Company was required to deliver specific performance and/or injunctive relief). The amounts specified herein shall be paid to the Holder in connection with immediately available funds on or before the exercise at issue by fifth (B5th) the closing bid price of the Common Stock on the exercise date and (ii) at the option of Business Day following written notice thereof from the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Warrant Shares that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy In.

Failure to Deliver Warrant Shares. If In the event that the Holder has not received certificates (without any restrictive legend except as expressly required by the second (2ndSecurities Purchase Agreement) Business Day after exercise of this Warrant, the Company fails to deliver the required number of Warrant Shares, the Holder will have the right to rescind the exercise. If by the second (2nd) Business Day after exercise, the Company fails to deliver the required number of Warrant Shares, and if after such second (2nd) Business Day and prior to the receipt of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy In”), then the Company shall (i) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) representing the number of Warrant Shares that specified in the applicable Exercise Notice on or before the second (2d) Business Day following the Delivery Date therefor (an “Exercise Default”), the Holder shall have the right to receive from the Company was required an amount equal to (A) the aggregate amount paid by the Holder for shares of Common Stock purchased by the Holder in order to make delivery on a sale effected in anticipation of receiving Warrant Shares upon such exercise minus (B) the aggregate Exercise Price for such Warrant Shares (which payment shall not relieve the Company from its obligation to deliver such Warrant Shares to the Holder); provided, that if, in lieu of or in addition to purchasing shares of Common Stock for the purpose of making delivery on such sale, the Holder borrows shares of Common Stock in order to make such delivery, the Holder shall have the additional right to be reimbursed by the Company for all costs associated with effecting such borrowing transaction. The Holder’s rights and remedies hereunder are cumulative, and no right or remedy is exclusive of any other. In addition to the amounts specified herein, the Holder shall have the right to pursue all other remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief). The amounts specified herein shall be paid to the Holder in connection with immediately available funds on or before the exercise at issue by fifth (B5th) the closing bid price of the Common Stock on the exercise date and (ii) at the option of Business Day following written notice thereof from the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Warrant Shares that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy In.