Common use of Fractional Warrants and Fractional Shares Clause in Contracts

Fractional Warrants and Fractional Shares. (a) The Company shall not be required to issue fractions of Warrants on any distribution of Warrants to holders of Warrant Certificates or to distribute Warrant Certificates that evidence fractional Warrants. In lieu of such fractional Warrants there shall be paid to the registered holders of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a full Warrant. For purposes of this Section, the current market value of a Warrant shall be the closing price of one Warrant (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date on which such fractional Warrant would have been otherwise issuable. (b) Notwithstanding any adjustment pursuant to section 3.9 in the number of Shares purchasable upon the exercise of a Warrant, the Company shall not be required to issue fractions of Shares upon exercise of the Warrants or to distribute certificates which evidence fractional Shares. In lieu of fractional Shares, there shall be paid to the registered holders of Warrant Certificates at the time such Warrant Certificates are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of [Common/Preferred Stock]. For purposes of this Section 3.9, the current market value of a share of [Common/Preferred Stock] shall be the closing price of a share of [Common/Preferred Stock] (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date of such exercise. (c) The closing price for each day shall be the last sale price, regular way, or, if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such day, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on such exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Warrants or [Common/Preferred Stock], respectively, is listed or admitted to trading, or if the Warrants or [Common/Preferred Stock], as the case may be, is not listed or admitted to trading on any national securities exchange, as reported on Nasdaq National Market or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on Nasdaq National Market, as reported on Nasdaq.

Fractional Warrants and Fractional Shares. (a) The Company shall not be required to issue fractions of Warrants on any distribution of Warrants to holders of Warrant Certificates or to distribute Warrant Certificates that which evidence fractional Warrants. In lieu of such fractional Warrants Warrants, there shall be paid to the registered holders of the Warrant Certificates Holders with regard to which such fractional Warrants Warrant would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a full whole Warrant. For purposes of this SectionSection 8(a), the current market value of a Warrant shall be the closing price fair value thereof determined in the reasonable good faith judgment of one Warrant (as determined pursuant to paragraph (c) below) the Board of Directors of the Company for the trading day immediately prior to the date on which such fractional Warrant would have been otherwise issuable. (b) Notwithstanding any an adjustment pursuant to section 3.9 Section 5 in the number of Ordinary Shares purchasable upon the exercise of a Warrantcovered by any Warrant evidenced hereby, the Company shall not be required to issue fractions of Ordinary Shares upon exercise of the Warrants evidenced hereby or to distribute certificates which evidence fractional Ordinary Shares. In lieu of fractional Ordinary Shares, there shall be paid to the registered holders of Warrant Certificates Holder at the time such this Warrant Certificates are Certificate is exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of [Common/Preferred Stock]an Ordinary Share. For purposes of this Section 3.98(b), the current market value of a share of [Common/Preferred Stock] an Ordinary Share shall be deter- mined in accordance with Section 5(f) as of the closing price of a share of [Common/Preferred Stock] (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date of such exercise. (c) The closing price for each day shall be the last sale priceWarrant Holder by acceptance hereof, regular way, or, if no expressly waives such sale takes place on such day, the average Warrant Holder's right to receive any fractional Warrant evidenced hereby or any fractional Ordinary Share upon exercise of the closing bid and asked prices, regular way, for such day, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the a Warrants or Stock, as the case may be, is not listed or admitted to trading on such exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Warrants or [Common/Preferred Stock], respectively, is listed or admitted to trading, or if the Warrants or [Common/Preferred Stock], as the case may be, is not listed or admitted to trading on any national securities exchange, as reported on Nasdaq National Market or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on Nasdaq National Market, as reported on Nasdaqevidenced hereby.

Fractional Warrants and Fractional Shares. (a) The Company shall not be required to issue fractions of Warrants on any distribution or to distribute fractions of Warrants Warrants, except prior to holders of Warrant Certificates the Distribution Date as provided in Section 11(i) hereof, or to distribute Warrant Certificates that which evidence fractional Warrants. In lieu of issuing such fractional Warrants Warrants, at the election of the Company, there shall be paid to the registered holders of the Warrant Certificates Warrants with regard to which such fractional Warrants would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a full whole Warrant. For the purposes of this SectionSection 14(a), the current market value of a whole Warrant shall be the closing price Closing Price of one Warrant (as determined pursuant to paragraph (c) below) the Warrants for the trading day Trading Day immediately prior to the date on which such fractional Warrant Warrants would have been otherwise issuable. (b) Notwithstanding any adjustment pursuant to section 3.9 in the number of Shares purchasable upon the exercise of a Warrant, the The Company shall not be required to issue fractions of Shares shares of its capital stock upon exercise of the Warrants or to distribute certificates which evidence fractional Sharesshares. In lieu of fractional Sharesshares, at the election of the Company, there shall be paid to the registered holders of Warrant Certificates Warrants at the time such Warrant Certificates Warrants are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of [Common/Preferred Stock]such capital stock. For purposes of this Section 3.914(b), the current market value of a share of [Common/Preferred Stock] such capital stock shall be the closing price Closing Price of a share of [Common/Preferred Stock] (as determined pursuant to paragraph (c) below) such capital stock for the trading day Trading Day immediately prior to the date of such exercise. (c) The closing price for each day shall be holder of a Warrant, by the last sale price, regular way, or, if no such sale takes place on such day, the average acceptance of the closing bid and asked pricesWarrant, regular way, for expressly waives such day, in either case as reported in the principal consolidated transaction reporting system with respect holder's Warrant to securities listed or admitted to trading on the New York Stock Exchange or, if the receive any fractional Warrants or Stock, (except as the case may be, is not listed or admitted to trading on such exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Warrants or [Common/Preferred Stock], respectively, is listed or admitted to trading, or if the Warrants or [Common/Preferred Stock], as the case may be, is not listed or admitted to trading on provided in Section 14(b) hereof) any national securities exchange, as reported on Nasdaq National Market or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on Nasdaq National Market, as reported on Nasdaqfractional share upon exercise of a Warrant.

Fractional Warrants and Fractional Shares. (a) The Company shall not be required to issue fractions of Warrants on any distribution of Warrants to holders of Warrant Certificates or to distribute Warrant Certificates that evidence fractional Warrants. In lieu of such fractional Warrants Warrants, there shall be paid to the registered holders holder of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a full Warrant. For purposes of this SectionSection 3.9, the current market value of a Warrant shall be the closing price of one Warrant (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date on which such fractional Warrant would have been otherwise issuable. (b) Notwithstanding any adjustment pursuant to section this Section 3.9 in the number of Shares purchasable upon the exercise of a Warrant, the Company shall not be required to issue fractions of Shares upon exercise of the Warrants or to distribute certificates which evidence fractional Shares. In lieu of fractional Shares, there shall be paid to the registered holders of Warrant Certificates at the time such Warrant Certificates are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of [Common/Preferred Stock]. For purposes of this Section 3.9, the current market value of a share of [Common/Preferred Stock] Stock shall be the closing price of a share of [Common/Preferred Stock] Stock (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date of such exercise. (c) The closing price for each day shall be the last sale price, regular way, or, if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such day, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on such exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Warrants or [Common/Preferred Stock], respectively, is listed or admitted to trading, or if the Warrants or [Common/Preferred Stock], as the case may be, is not listed or admitted to trading on any national securities exchange, as reported on Nasdaq National Market or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on the Nasdaq National Market, as reported on Nasdaq.

Fractional Warrants and Fractional Shares. (a) The If the number of shares of Common Stock purchasable upon the exercise of each Warrant is adjusted pursuant to Section 8 hereof, the Company shall nevertheless not be required to issue fractions of shares, upon exercise of the Warrants on any distribution of Warrants to holders of Warrant Certificates or otherwise, or to distribute Warrant Certificates certificates that evidence fractional Warrantsshares. In lieu With respect to any fraction of such fractional Warrants there a share called for upon any exercise of any Warrant, the Company shall be paid pay to the registered holders of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable, holder thereof an amount in cash equal to the same such fraction of multiplied by the current market value of a full Warrant. For purposes of this Section, the current market value of a Warrant shall be the closing price of one Warrant (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date on which such fractional Warrant would have been otherwise issuable. (b) Notwithstanding any adjustment pursuant to section 3.9 in the number of Shares purchasable upon the exercise of a Warrant, the Company shall not be required to issue fractions of Shares upon exercise of the Warrants or to distribute certificates which evidence fractional Shares. In lieu of fractional Shares, there shall be paid to the registered holders of Warrant Certificates at the time such Warrant Certificates are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of [Common/Preferred Stock]. For purposes of this Section 3.9, the current market value of a share of [Common/Preferred Stock] shall be the closing price of a share of [Common/Preferred Common Stock] , determined as follows: (as determined pursuant a) If the Common Stock is listed on a national securities exchange or admitted to paragraph unlisted trading privileges on such exchange or listed for trading on the Nasdaq National Market System (c"NMS"), the current market price shall be the higher of (x) below) the average of the last reported sale prices of the Common Stock on such exchange for the 20 trading day immediately days prior to the date of such exercise. exercise of this Warrant and (cy) The closing price for each day shall be the last sale price, regular way, or, reported sales price on the trading day immediately preceding such date; provided that if no such sale takes place is made on a day within such period or no closing sale price is quoted, that day, 's price shall be the average of the closing bid and asked prices, regular way, prices for such day, in either case as reported in day on such exchange or system; or (b) If the principal consolidated transaction reporting system with respect to securities Common Stock is not so listed or admitted to unlisted trading privileges, but is traded on the New York Stock Exchange orNasdaq SmallCap Market, the current market price shall be the higher of (x) the average of the closing bid and asked prices for the 20 trading days prior to the date of exercise of this Warrant on such market and (y) the last reported bid price on the trading day immediately preceding such date on such market and if the Warrants or Stock, as the case may be, Common Stock is not so traded, the current market price shall be the higher of (i) the mean of the last reported bid and asked prices reported by the NASD Over the Counter Bulletin Board for the 20 trading days prior to the date of the exercise of this Warrant and (ii) the last reported bid price on the trading day immediately preceding such date as reported by the NASD Over the Counter Bulletin Board; or (c) If the Common Stock is not so listed or admitted to unlisted trading on such exchangeprivileges and bid and asked prices are not so reported, as reported on the principal consolidated transaction reporting system with respect to securities listed on current market price shall be an amount determined in a reasonable manner by the principal national securities exchange on which Board of Directors of the Warrants or [Common/Preferred Stock], respectively, is listed or admitted to trading, or if the Warrants or [Common/Preferred Stock], as the case may be, is not listed or admitted to trading on any national securities exchange, as reported on Nasdaq National Market or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on Nasdaq National Market, as reported on NasdaqCompany.

Fractional Warrants and Fractional Shares. (a) The Company shall not be required to issue fractions of Warrants on any distribution of Warrants to holders of Warrant Certificates pursuant to Section 10(g) or to distribute Warrant Certificates that which evidence fractional Warrants. In lieu of such fractional Warrants Warrants, there shall be paid to the registered holders of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a full whole Warrant. For purposes of this SectionSection 13(a), the current market value of a Warrant shall be the closing price of one a Prior Warrant (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date on which such a fractional Warrant would have been otherwise issuableissuable (as determined pursuant to Section 10(d)). (b) Notwithstanding any adjustment pursuant to section 3.9 in If the number of Common Shares purchasable upon the exercise of a Warranteach Warrant is adjusted pursuant to Section 10(f), the Company shall nonetheless not be required to issue fractions of Common Shares upon exercise of the Warrants or to distribute Common Share certificates which evidence fractional Common Shares. In lieu of fractional Common Shares, there shall be paid to the registered holders of Warrant Certificates at the time such Warrant Certificates Warrants are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of [Common/Preferred Stock]Common Share. For purposes of this Section 3.913(b), the current market marked value of a share of [Common/Preferred Stock] Common Share shall be the closing price of a share of [Common/Preferred Stock] Common Share (as determined pursuant to paragraph (c) belowSection 10(d)) for the trading day immediately prior to the date of such exercise. (c) The closing price for each day shall be holder of a Warrant, by the last sale price, regular way, or, if no such sale takes place on such day, the average acceptance of the closing bid and asked pricesWarrant, regular way, for such day, in either case as reported in the principal consolidated transaction reporting system with respect expressly waives his right to securities listed receive any fractional Warrant or admitted to trading on the New York Stock Exchange or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on such exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Warrants or [Common/Preferred Stock], respectively, is listed or admitted to trading, or if the Warrants or [Common/Preferred Stock], as the case may be, is not listed or admitted to trading on any national securities exchange, as reported on Nasdaq National Market or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on Nasdaq National Market, as reported on Nasdaqfractional Common Share upon exercise of a Warrant.

Fractional Warrants and Fractional Shares. (a) The Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to issue fractions of Warrants on any distribution of Warrants to holders of Warrant Certificates or to distribute Warrant Certificates that which evidence fractional Warrants. In lieu of such fractional Warrants there shall be paid to the registered holders of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable, an amount in cash equal to the same fraction of the current market fair value of a full Warrant. For purposes of this SectionSection 15(a), the current market fair value of a Warrant shall be the closing price Closing Price of one the Warrant (as determined pursuant to paragraph (c) below) for on the trading day Trading Day immediately prior to the date on which such fractional Warrant would have been otherwise issuable, as set forth in an Officers' Certificate delivered to the Warrant Agent pursuant to Section 10(c) and on which the Warrant Agent may rely without further inquiry. (b) Notwithstanding any adjustment pursuant anything in this Agreement to section 3.9 in the number of Shares purchasable upon the exercise of a Warrantcontrary, the Company shall not be required to issue fractions of Shares shares of Common Stock upon exercise of the Warrants or to distribute certificates which evidence such fractional Sharesshares. In lieu of such fractional Sharesshares, there shall be paid to the registered holders holder of the Warrant Certificates Certificate at the time such Warrant Certificates are exercised Certificate is exercised, as herein provided provided, an amount in cash equal to the same fraction of the current market fair value of a share of [Common/Preferred Common Stock]. For purposes of this Section 3.915(b), the current market fair value of a share of [Common/Preferred Stock] Common Stock shall be the closing price Closing Price of a share of [Common/Preferred Stock] (as determined pursuant to paragraph (c) below) for Common Stock on the trading day Trading Day immediately prior to the date of such exercise. (c) The closing price for each day shall be the last sale price, regular way, or, if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such day, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Warrants or Stock, as set forth in an Officers' Certificate delivered to the case may be, is not listed or admitted Warrant Agent pursuant to trading on such exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange Section 10(c) and on which the Warrants or [Common/Preferred Stock], respectively, is listed or admitted to trading, or if the Warrants or [Common/Preferred Stock], as the case Warrant Agent may be, is not listed or admitted to trading on any national securities exchange, as reported on Nasdaq National Market or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on Nasdaq National Market, as reported on Nasdaqrely without further inquiry.

Fractional Warrants and Fractional Shares. (a) The Company shall not be required to issue fractions of Warrants on any distribution of Warrants to holders of Warrant Certificates pursuant to Section 14(f) or to distribute Warrant Certificates that evidence fractional Warrants. In lieu of such fractional Warrants there shall be paid to the registered holders of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a full Warrant. For purposes of this SectionSection 15(a), the current market value of a Warrant shall be the closing price of one Warrant (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date on which such fractional Warrant would have been otherwise issuable. (b) Notwithstanding any adjustment pursuant to section 3.9 Section 14 in the number of Shares purchasable upon the exercise of a Warrant, the Company shall not be required to issue fractions of Shares upon exercise of the Warrants or to distribute certificates which evidence fractional Shares. In lieu of fractional Shares, there shall be paid to the registered holders of Warrant Certificates at the time such Warrant Certificates are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of [Common/Preferred Stock]. For purposes of this Section 3.915(b), the current market value of a share of [Common/Preferred Stock] Stock shall be the closing price of a share of [Common/Preferred Stock] Stock (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date of such exercise. (c) The closing price for each day shall be the last sale price, regular way, or, if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such day, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on such exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Warrants or [Common/Preferred Stock], respectively, is listed or admitted to trading, or if the Warrants or [Common/Preferred Stock], as the case may be, is not listed or admitted to trading on any national securities exchange, as reported on Nasdaq National Market NASDAQ/NMS or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on Nasdaq National MarketNASDAQ/NMS, as reported on NasdaqNASDAQ.

Fractional Warrants and Fractional Shares. (a) The Notwithstanding an adjustment pursuant to Section 10(h) hereof in the number of Warrants, the Company shall not be required to issue fractions of Warrants on any distribution of Warrant Certificates which evidence Warrants to holders of Warrant Certificates or to distribute Warrant Certificates that evidence purchase fractional Warrantsshares. In If the Company so elects, in lieu of such fractional Warrants Warrants, there shall be paid to the registered holders Holders of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a full WarrantWarrant to purchase a whole share. For purposes the purpose of this SectionSection 13(a), the current market value of a Warrant to purchase a whole share shall be the closing price of one the Warrant (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date on which such fractional Warrant would have been otherwise issuable, or if the Warrants are then neither publicly traded on any established securities market nor quoted on any recognized system, the value determined in good faith by the Board of Directors of the Company in its discretion (which determination shall be conclusive). The closing price for any date shall be determined as provided in the definition of "Current Market Price" in Section 22 hereof, the references to Common Stock therein being deemed references to Warrants. (b) Notwithstanding any an adjustment pursuant to section 3.9 Section 10(a) or 10(g) hereof in the number of Shares purchasable upon the exercise of shares covered by a Warrant, the Company shall not be required to issue fractions of Shares shares upon exercise of the Warrants or to distribute certificates which evidence fractional Sharesshares. In lieu of fractional Sharesshares, at the Company's election, there shall be paid to the registered holders Holders of Warrant Certificates Warrants at the time such Warrant Certificates Warrants are exercised as herein provided an amount in of cash equal to the same fraction of the current market value of a share of [Common/Preferred Common Stock]. If more than one Warrant Certificate shall be surrendered for exercise of the Warrants represented thereby at any one time by the same Holder, the number of shares of Common Stock which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of shares of Common Stock issuable on such exercise. For purposes of this Section 3.913(b), the current market value of a share of [Common/Preferred Stock] Common Stock shall be determined as provided in the closing price definition of a share of [Common/Preferred Stock] (as determined pursuant to paragraph (c) below"Current Market Price" in Section 22 hereof) for the trading day immediately prior to the date of such exercise. (c) The closing price for each day shall be Holder of a Warrant, by the last sale price, regular way, or, if no such sale takes place on such day, the average acceptance of the closing bid and asked pricesWarrant, regular way, for such day, in either case as reported in the principal consolidated transaction reporting system with respect expressly waives any right to securities listed receive any fractional Warrant or admitted to trading on the New York Stock Exchange or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on such exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Warrants or [Common/Preferred Stock], respectively, is listed or admitted to trading, or if the Warrants or [Common/Preferred Stock], as the case may be, is not listed or admitted to trading on any national securities exchange, as reported on Nasdaq National Market or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on Nasdaq National Market, as reported on Nasdaqfractional share upon exercise of a Warrant.

Fractional Warrants and Fractional Shares. (a) The Company shall not be required to issue fractions of Warrants on any distribution of Warrants to holders of Warrant Certificates pursuant to Section 10(g) or to distribute Warrant Certificates that which evidence fractional Warrants. In lieu of such fractional Warrants Warrants, there shall be paid to the registered holders of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a full whole Warrant. For purposes of this SectionSection 13(a), the current market value of a Warrant shall be the closing price of one the Warrant (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date on which such a fractional Warrant would have been otherwise issuableissuable (as determined pursuant to Section 10(d)). (b) Notwithstanding any adjustment pursuant to section 3.9 in If the number of Common Shares purchasable upon the exercise of a Warranteach Warrant is adjusted pursuant to Section 10(f), the Company shall nonetheless not be required to issue fractions of Common Shares upon exercise of the Warrants or to distribute Common Share certificates which evidence fractional Common Shares. In lieu of fractional Common Shares, there shall be paid to the registered holders of Warrant Certificates at the time such Warrant Certificates Warrants are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of [Common/Preferred Stock]Common Share. For purposes of this Section 3.913(b), the current market value of a share of [Common/Preferred Stock] Common Share shall be the closing price of a share of [Common/Preferred Stock] Common Share (as determined pursuant to paragraph (c) belowSection 10(d)) for the trading day immediately prior to the date of such exercise. (c) The closing price for each day shall be holder of a Warrant, by the last sale price, regular way, or, if no such sale takes place on such day, the average acceptance of the closing bid and asked pricesWarrant, regular way, for such day, in either case as reported in the principal consolidated transaction reporting system with respect expressly waives his right to securities listed receive any fractional Warrant or admitted to trading on the New York Stock Exchange or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on such exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Warrants or [Common/Preferred Stock], respectively, is listed or admitted to trading, or if the Warrants or [Common/Preferred Stock], as the case may be, is not listed or admitted to trading on any national securities exchange, as reported on Nasdaq National Market or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on Nasdaq National Market, as reported on Nasdaqfractional Common Share upon exercise of a Warrant.

Fractional Warrants and Fractional Shares. (a) The Company shall not be required to issue fractions of Warrants on any distribution of Warrants to holders of Warrant Certificates pursuant to Section 10(g) or to distribute Warrant Certificates that which evidence fractional Warrants. In lieu of such fractional Warrants Warrants, there shall be paid to the registered holders of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a full whole Warrant. For purposes of this SectionSection 13(a), the current market value of a Warrant shall be the closing price of one the Warrant (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date on which such fractional Warrant would have been otherwise issuableissuable (as determined pursuant to Section 10(d)). (b) Notwithstanding any adjustment pursuant to section 3.9 in If the number of Common Shares purchasable upon the exercise of a Warranteach Warrant is adjusted pursuant to Section 10(f), the Company shall nonetheless not be required to issue fractions of Common Shares upon exercise of the Warrants or to distribute Common Share certificates which evidence fractional Common Shares. In lieu of fractional Common Shares, there shall be paid to the registered holders of Warrant Certificates at the time such Warrant Certificates Warrants are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of [Common/Preferred Stock]Common Share. For purposes of this Section 3.913(b), the current market value of a share of [Common/Preferred Stock] Common Share shall be the closing price of a share of [Common/Preferred Stock] Common Share (as determined pursuant to paragraph (c) belowSection 10(d)) for the trading day immediately prior to the date of such exercise. (c) The closing price for each day shall be holder of a Warrant, by the last sale price, regular way, or, if no such sale takes place on such day, the average acceptance of the closing bid and asked pricesWarrant, regular way, for such day, in either case as reported in the principal consolidated transaction reporting system with respect expressly waives his right to securities listed receive any fractional Warrant or admitted to trading on the New York Stock Exchange or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on such exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Warrants or [Common/Preferred Stock], respectively, is listed or admitted to trading, or if the Warrants or [Common/Preferred Stock], as the case may be, is not listed or admitted to trading on any national securities exchange, as reported on Nasdaq National Market or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on Nasdaq National Market, as reported on Nasdaqfractional Common Share upon exercise of a Warrant.

Fractional Warrants and Fractional Shares. (a) The Company shall not be required to issue fractions of Warrants on any distribution of Warrants to holders of Warrant Certificates or to distribute Warrant Certificates that evidence fractional Warrants. In lieu of such fractional Warrants Warrants, there shall be paid to the registered holders holder of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a full Warrant. For purposes of this SectionSection 3.9, the current market value of a Warrant shall be the closing price of one Warrant (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date on which such fractional Warrant would have been otherwise issuable. (b) Notwithstanding any adjustment pursuant to section this Section 3.9 in the number of Shares purchasable upon the exercise of a Warrant, the Company shall not be required to issue fractions of Shares upon exercise of the Warrants or to distribute certificates which evidence fractional Shares. In lieu of fractional Shares, there shall be paid to the registered holders of Warrant Certificates at the time such Warrant Certificates are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of [Common/Preferred Stock]. For purposes of this Section 3.9, the current market value of a share of [Common/Preferred Stock] Stock shall be the closing price of a share of [Common/Preferred Stock] Stock (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date of such exercise. (c) The closing price for each day shall be the last sale price, regular way, or, if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such day, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on such exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Warrants or [Common/Preferred Stock], respectively, is listed or admitted to trading, or if the Warrants or [Common/Preferred Stock], as the case may be, is not listed or admitted to trading on any national securities exchange, as reported on Nasdaq National Market or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on Nasdaq National Market, as reported on Nasdaq.

Fractional Warrants and Fractional Shares. (a) The Company shall not be required to issue fractions of Warrants on any distribution of Warrants to holders of Warrant Certificates or to distribute Warrant Certificates that evidence fractional Warrants. In lieu of such fractional Warrants Warrants, there shall be paid to the registered holders holder of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a full Warrant. For purposes of this SectionSection 3.9, the current market value of a Warrant shall be the closing price of one Warrant (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date on which such fractional Warrant would have been otherwise issuable. (b) Notwithstanding any adjustment pursuant to section this Section 3.9 in the number of Shares purchasable upon the exercise of a Warrant, the Company shall not be required to issue fractions of Shares upon exercise of the Warrants or to distribute certificates which evidence fractional Shares. In lieu of fractional Shares, there shall be paid to the registered holders of Warrant Certificates at the time such Warrant Certificates are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of [Preferred][Class A Common][Class B Common/Preferred ] Stock]. For purposes of this Section 3.9, the current market value of a share of [Preferred][Class A Common][Class B Common/Preferred Stock] Stock shall be the closing price of a share of [Preferred][Class A Common][Class B Common/Preferred Stock] Stock (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date of such exercise. (c) The closing price for each day shall be the last sale price, regular way, or, if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such day, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Warrants or [Preferred][Class A Common][Class B Common] Stock, as the case may be, is not listed or admitted to trading on such exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Warrants or [Preferred][Class A Common][Class B Common/Preferred ] Stock], respectively, is listed or admitted to trading, or if the Warrants or [Common/Preferred Stock], as the case may be, is not listed or admitted to trading on any national securities exchange, as reported on Nasdaq National Market or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on Nasdaq National Market, as reported on Nasdaq.

Fractional Warrants and Fractional Shares. (a) The Company shall not be required to issue fractions of Warrants on any distribution of Warrants to holders of Warrant Certificates or to distribute Warrant Certificates that evidence fractional Warrants. In lieu of such fractional Warrants Warrants, there shall be paid to the registered holders holder of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a full Warrant. For purposes of this Section, the current market value of a Warrant shall be the closing price of one Warrant (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date on which such fractional Warrant would have been otherwise issuable. (b) Notwithstanding any adjustment pursuant to section Section 3.9 in the number of Shares purchasable upon the exercise of a Warrant, the Company shall not be required to issue fractions of Shares upon exercise of the Warrants or to distribute certificates which evidence fractional Shares. In lieu of fractional Shares, there shall be paid to the registered holders of Warrant Certificates at the time such Warrant Certificates are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of [Common/Preferred Stock]. For purposes of this Section 3.9, the current market value of a share of [Common/Preferred Stock] shall be the closing price of a share of [Common/Preferred Stock] (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date of such exercise. (c) The closing price for each day shall be the last sale price, regular way, or, if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such day, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on such exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Warrants or [Common/Preferred Stock], respectively, is listed or admitted to trading, or if the Warrants or [Common/Preferred Stock], as the case may be, is not listed or admitted to trading on any national securities exchange, as reported on Nasdaq National Market or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on Nasdaq National Market, as reported on Nasdaq.consolidated

Fractional Warrants and Fractional Shares. (a) The Company shall not be required to issue fractions of Warrants on any distribution of Warrants to holders of Warrant Certificates or to distribute Warrant Certificates that evidence fractional Warrants. In lieu of such fractional Warrants Warrants, there shall be paid to the registered holders holder of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a full Warrant. For purposes of this Section, the current market value of a Warrant shall be the closing price of one Warrant (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date on which such fractional Warrant would have been otherwise issuable. (b) Notwithstanding any adjustment pursuant to section Section 3.9 in the number of Shares purchasable upon the exercise of a Warrant, the Company shall not be required to issue fractions of Shares upon exercise of the Warrants or to distribute certificates which evidence fractional Shares. In lieu of fractional Shares, there shall be paid to the registered holders of Warrant Certificates at the time such Warrant Certificates are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of [Class D Common/Preferred Stock]. For purposes of this Section 3.9, the current market value of a share of [Class D Common/Preferred Stock] shall be the closing price of a share of [Class D Common/Preferred Stock] (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date of such exercise. (c) The closing price for each day shall be the last sale price, regular way, or, if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such day, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on such exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Warrants or [Class D Common/Preferred Stock], respectively, is listed or admitted to trading, or if the Warrants or [Class D Common/Preferred Stock], as the case may be, is not listed or admitted to trading on any national securities exchange, as reported on Nasdaq National Market or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on the Nasdaq National Market, as reported on Nasdaq.

Fractional Warrants and Fractional Shares. (a) The Regardless of whether or not the number of shares of Common Stock purchasable upon the exercise of each Warrant is adjusted pursuant to Section 8 hereof, the Company shall nevertheless not be required to issue or sell fractions of shares upon exercise of the Warrants on any distribution of Warrants to holders of Warrant Certificates or otherwise, or to distribute Warrant Certificates certificates that evidence fractional shares. With respect to any fraction of a share called for upon the exercise of any Warrants. In lieu of such fractional Warrants there , the Company shall be paid pay to the registered holders of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable, Registered Holder an amount in cash equal to such fraction multiplied by the same fraction "current market price" per share. To the extent possible, upon a Registered Holder's exercise of more than one Warrant the shares issuable or transferable shall be aggregated so that the Company shall only be required to pay for the value of one fractional share. 11 The "current market price" per share of Common Stock at any date shall be the average of the daily closing prices for the shorter of (i) the 20 consecutive trading days ending on the last full trading day on the exchange or market described below prior to the Time of Determination (as defined below) and (ii) the period commencing on the date next succeeding the first public announcement of the issuance, sale, distribution or granting in question through such last full trading day prior to the Time of Determination. The term "Time of Determination" as used herein shall be the time and date of the earlier to occur of (A) the date as of which the current market value of a price is to be computed and (B) the last full Warrant. For purposes of this Section, the current market value of a Warrant shall be the closing price of one Warrant (as determined pursuant to paragraph (c) below) for the trading day immediately prior on such exchange or market before the commencement of "ex-dividend" trading in the Common Stock relating to the date on which such fractional Warrant would have been otherwise issuable. (b) Notwithstanding any adjustment pursuant to section 3.9 in the number of Shares purchasable upon the exercise of a Warrant, the Company shall not be required to issue fractions of Shares upon exercise of the Warrants or to distribute certificates which evidence fractional Shares. In lieu of fractional Shares, there shall be paid event giving rise to the registered holders of Warrant Certificates at the time such Warrant Certificates are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of [Common/Preferred Stock]adjustment. For purposes of this Section 3.9, the current market value of a share of [Common/Preferred Stock] shall be the closing price of a share of [Common/Preferred Stock] (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date of such exercise. (c) The closing price for each any day shall be the last reported sale price, price regular way, way or, if in case no such reported sale takes place on such day, the average of the closing bid and asked prices, prices regular way, way for such day, in either each case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on such exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed (1) on the principal national securities exchange on which the Warrants or [Common/Preferred Stock], respectively, is shares of Common Stock are listed or to which such shares are admitted to trading, trading or (2) if the Warrants or [Common/Preferred Stock], as the case may be, Common Stock is not listed or admitted to trading on any a national securities exchange, in the over-the-counter market as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("Nasdaq National Market") or any comparable system or (3) if the Common Stock is not listed on Nasdaq National Market or, if the Warrants or Stocka comparable system, as furnished by two members of the case may beNASD selected from time to time in good faith by the Board of Directors of the Company for that purpose. In the absence of all of the foregoing, is or if for any reason the current market price per share cannot listed or admitted be determined pursuant to trading on Nasdaq National Marketthe foregoing provisions of this paragraph (9), the current market price per share shall be the fair market value thereof as reported on Nasdaqdetermined in good faith by the Board of Directors of the Company.

Fractional Warrants and Fractional Shares. (a) The Company [and the Co-Issuer] shall not be required to issue fractions of Warrants on any distribution of Warrants to holders of Warrant Certificates or to distribute Warrant Certificates that evidence fractional Warrants. In lieu of such fractional Warrants Warrants, there shall be paid to the registered holders holder of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a full Warrant. For purposes of this SectionSection 3.9, the current market value of a Warrant shall be the closing price of one Warrant (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date on which such fractional Warrant would have been otherwise issuable. (b) Notwithstanding any adjustment pursuant to section this Section 3.9 in the number of Shares purchasable upon the exercise of a Warrant, the Company shall not be required to issue issue, and the Co-Issuer shall not be required to guarantee, fractions of Shares upon exercise of the Warrants or to distribute certificates which evidence fractional Shares. In lieu of fractional Shares, there shall be paid to the registered holders of Warrant Certificates at the time such Warrant Certificates are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of [Common/Preferred Stock]. For purposes of this Section 3.9, the current market value of a share of [Common/Preferred Stock] Stock shall be the closing price of a share of [Common/Preferred Stock] Stock (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date of such exercise. (c) The closing price for each day shall be the last sale price, regular way, or, if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such day, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on such exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Warrants or [Common/Preferred Stock], respectively, is listed or admitted to trading, or if the Warrants or [Common/Preferred Stock], as the case may be, is not listed or admitted to trading on any national securities exchange, as reported on Nasdaq National Market or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on the Nasdaq National Market, as reported on Nasdaq.

Fractional Warrants and Fractional Shares. (a) The Company shall not be required to issue fractions of Warrants on any distribution of Warrants to holders of Warrant Certificates pursuant to Section 13 or to distribute Warrant Certificates that which evidence fractional Warrants. In lieu of such fractional Warrants Warrants, there shall be paid to the registered holders of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a full whole Warrant. For purposes of this SectionSection 15(a), the current market value of a Warrant shall be (i) if such Warrant is listed for trading on a national securities exchange, the closing price of one the Warrant (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date on which such a fractional Warrant would have been otherwise issuable, and (ii) if such Warrant is not listed for trading on a national securities exchange, as determined by the Board of Directors. (b) Notwithstanding any adjustment pursuant to section 3.9 in If the number of Warrant Shares purchasable upon the exercise of a Warranteach Affected Warrant is adjusted pursuant to Section 13, the Company shall nonetheless not be required to issue certificates evidencing Warrant Shares in fractions of Shares authorized denominations upon exercise of the Warrants or to distribute certificates which evidence fractional SharesAffected Warrants. In lieu of certificates for fractional Warrant Shares, there shall be paid to the registered holders of Warrant Certificates evidencing Affected Warrants at the time such Warrant Certificates Warrants are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share the fraction of [Common/Preferred Stock]the Warrant Share. For purposes of this Section 3.915(b), the current market value of a share of [Common/Preferred Stock] shall be the closing price of a share of [Common/Preferred Stock] (determined as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date of such exerciseprovided in Section 15(a). (c) The closing price for each day shall be the last sale price, regular way, or, if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such day, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on such exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Warrants or [Common/Preferred Stock], respectively, is listed or admitted to trading, or if the Warrants or [Common/Preferred Stock], as the case may be, is not listed or admitted to trading on any national securities exchange, as reported on Nasdaq National Market or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on Nasdaq National Market, as reported on Nasdaq.

Fractional Warrants and Fractional Shares. (a) The Company shall not be required to issue fractions of Warrants on any distribution of Warrants to holders of Warrant Certificates or to distribute Warrant Certificates that evidence fractional Warrants. In lieu of such fractional Warrants Warrants, there shall be paid to the registered holders holder of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a full Warrant. For purposes of this Section, the current market value of a Warrant shall be the closing price of one Warrant (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date on which such fractional Warrant would have been otherwise issuable. (b) Notwithstanding any adjustment pursuant to section Section 3.9 in the number of Shares purchasable upon the exercise of a Warrant, the Company shall not be required to issue fractions of Shares upon exercise of the Warrants or to distribute certificates which evidence fractional Shares. In lieu of fractional Shares, there shall be paid to the registered holders of Warrant Certificates at the time such Warrant Certificates are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of [{Common/Preferred Stock]}. For purposes of this Section 3.9, the current market value of a share of [{Common/Preferred Stock] } shall be the closing price of a share of [{Common/Preferred Stock] } (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date of such exercise. (c) The closing price for each day shall be the last sale price, regular way, or, if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such day, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on such exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Warrants or [{Common/Preferred Stock]}, respectively, is listed or admitted to trading, or if the Warrants or [{Common/Preferred Stock]}, as the case may be, is not listed or admitted to trading on any national securities exchange, as reported on Nasdaq National Market or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on the Nasdaq National Market, as reported on Nasdaq.

Fractional Warrants and Fractional Shares. (a) The Company shall not be required to issue fractions of Warrants on any distribution of Warrants to holders of Warrant Certificates or to distribute Warrant Certificates that which evidence fractional Warrants, except at the request of a Warrant holder in the event the Company makes an adjustment in the number of Warrants pursuant to Section 10(k) which results in fractional Warrant interests. In lieu of such fractional Warrants Warrants, there shall be paid to the registered holders of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable, issuable an amount in cash equal to the same fraction of the current market value of a full whole Warrant. For the purposes of this SectionSection 13(a), the current market value of a whole Warrant shall be the closing price of one the Warrant (as determined pursuant to paragraph (c) below) for the trading day Trading Day immediately prior to the date on which such fractional Warrant would have been otherwise issuable. The closing price for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the NYSE or, if the Warrants are not listed or admitted to trading on NYSE, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Warrants are listed or admitted to trading or, if the Warrants are not listed or admitted to trading on any national securities exchange, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ. If on any such date the Warrants are not quoted by any such organization, the fair value of the Warrants on such date as determined in good faith by the Board of Directors of the Company shall be used. (b) Notwithstanding any adjustment pursuant to section 3.9 in the number of Shares purchasable upon the exercise of a Warrant, the The Company shall not be required to issue fractions of Shares shares upon exercise of the Warrants or to distribute certificates which evidence fractional Sharesshares. In lieu of fractional Sharesshares, there shall be paid to the registered holders of Warrant Certificates at the time such Warrant Certificates are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of [Common/Preferred Common Stock]. For purposes of this Section 3.913(b), the current market value of a share of [Common/Preferred Stock] Common Stock shall be the closing price of a share of [Common/Preferred Stock] Common Stock (as determined pursuant to paragraph (c) belowthe second sentence of Section 10(e)) for the trading day Trading Day immediately prior to the date of such exercise. (c) The closing price for each day shall be the last sale price, regular way, or, if no such sale takes place on such dayExcept as provided in Section 13(a), the average holder of a Warrant by the acceptance of the closing bid and asked prices, regular way, for such day, in either case as reported in the principal consolidated transaction reporting system with respect Warrant expressly waives his right to securities listed receive any fractional Warrant or admitted to trading on the New York Stock Exchange or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on such exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Warrants or [Common/Preferred Stock], respectively, is listed or admitted to trading, or if the Warrants or [Common/Preferred Stock], as the case may be, is not listed or admitted to trading on any national securities exchange, as reported on Nasdaq National Market or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on Nasdaq National Market, as reported on Nasdaqfractional share upon exercise of a Warrant.

Fractional Warrants and Fractional Shares. (a) The Company shall not be required to issue fractions of Warrants on any distribution of Warrants to holders of Warrant Certificates or to distribute Warrant Certificates that evidence fractional Warrants. In lieu of such fractional Warrants Warrants, there shall be paid to the registered holders holder of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a full Warrant. For purposes of this Section, the current market value of a Warrant shall be the closing price of one Warrant (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date on which such fractional Warrant would have been otherwise issuable. (b) Notwithstanding any adjustment pursuant to section Section 3.9 in the number of Shares purchasable upon the exercise of a Warrant, the Company shall not be required to issue fractions of Shares upon exercise of the Warrants or to distribute certificates which evidence fractional Shares. In lieu of fractional Shares, there shall be paid to the registered holders of Warrant Certificates at the time such Warrant Certificates are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of [Common/Preferred Stock]. For purposes of this Section 3.9, the current market value of a share of [Common/Preferred Stock] shall be the closing price of a share of [Common/Preferred Stock] (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date of such exercise. (c) The closing price for each day shall be the last sale price, regular way, or, if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such day, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on such exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Warrants or [Common/Preferred Stock], respectively, is listed or admitted to trading, or if the Warrants or [Common/Preferred Stock], as the case may be, is not listed or admitted to trading on any national securities exchange, as reported on Nasdaq National Market or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on the Nasdaq National Market, as reported on Nasdaq.

Fractional Warrants and Fractional Shares. (a) The Company shall not be required to issue fractions of Warrants on any distribution of Warrants to holders of Warrant Certificates as a result of any adjustment in the number of Warrants pursuant to subsection (i) of Section 8 or to distribute Warrant Certificates that evidence fractional Warrants. In lieu of such fractional Warrants, the Company shall pay, at the time new Warrant Certificates are distributed to holders of Warrants there shall be paid to reflect such adjustment in the number of Warrants, to the registered holders of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a full Warrantwhole Warrant on the trading day immediately prior to the date on which such fractional Warrant would have been otherwise issuable. 13 The holders of Warrants, by their acceptance of the Warrant Certificates, expressly waive their right to receive any fraction of a Warrant or a Warrant Certificate representing a fraction of a Warrant upon the adjustment thereof in accordance with subsection (i) of Section 8 or otherwise. (b) For purposes of this SectionSection 9(a), the current market value of a Warrant shall be the closing price of one the Warrant (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date on which such fractional Warrant would have been otherwise issuable. (b) Notwithstanding any adjustment pursuant to section 3.9 in the number of Shares purchasable upon the exercise of a Warrant, the Company shall not be required to issue fractions of Shares upon exercise of the Warrants or to distribute certificates which evidence fractional Shares. In lieu of fractional Shares, there shall be paid to the registered holders of Warrant Certificates at the time such Warrant Certificates are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of [Common/Preferred Stock]. For purposes of this Section 3.9, the current market value of a share of [Common/Preferred Stock] shall be the closing price of a share of [Common/Preferred Stock] (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date of such exercise. (c) The closing price for each any day shall be the last sale price, price regular way, way or, if in case no such sale takes place on such day, the average of the closing bid and asked prices, prices regular way, for such day, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on such exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Warrants or [Common/Preferred Stock], respectively, is are listed or admitted to trading, or or, if the Warrants or [Common/Preferred Stock], as the case may be, is are not listed or admitted to trading on any national securities exchange, the average of the highest reported bid and lowest reported asked prices as reported furnished by the NASD through NASDAQ or a similar organization if NASDAQ is no longer reporting such information. If on Nasdaq National Market orany such date the Warrants are not quoted by any such organization, if the fair market value of the Warrants on such date, as determined in good faith by the Board of Trustees of the Company, shall be deemed to be the current market value. (c) The Company will not issue fractions of Shares upon exercise of the Warrants or Stockdistribute Share certificates that evidence fractional Shares. In lieu of fractional Shares, the Company shall pay to the registered holders of Warrant Certificates at the time such Warrants are exercised an amount in cash equal to the same fraction of the closing price of the Shares on the trading day immediately prior to the date of such exercise, determined as provided in the case may be, is not listed or admitted to trading on Nasdaq National Market, as reported on Nasdaqsecond and third sentences of subsection (d) of Section 8.

Fractional Warrants and Fractional Shares. of eSpeed Class A Common Stock (a) The Company eSpeed shall not be required to issue fractions of Warrants on any distribution of Warrants to holders of Warrant Certificates or to distribute Warrant Certificates that which evidence fractional Warrants. In lieu of such fractional Warrants Warrants, there shall be paid to the registered holders of the Persons to whom Warrant Certificates with regard to which representing such fractional Warrants would otherwise be issuable, issuable an amount in cash (without interest) equal to the same product of such fraction of the current market value of a full Warrant. For purposes of this Section, the current market value of a Warrant multiplied by the Current Market Price per whole Warrant. The "Current Market Price" per share of eSpeed Class A Common Stock (or per Warrant) on any date shall be deemed to be the closing price average of one Warrant (as determined pursuant to paragraph (c) below) the daily Closing Prices per share of eSpeed Class A Common Stock for the trading day 10 consecutive Trading Days immediately prior to the date on which such fractional Warrant would have been otherwise issuabledate. (b) Notwithstanding any adjustment pursuant to section 3.9 in the number of Shares purchasable upon the exercise of a Warrant, the Company eSpeed shall not be required to issue fractions of Shares shares of eSpeed Class A Common Stock upon exercise of the Warrants or to distribute stock certificates which that evidence fractional Sharesshares of eSpeed Class A Common Stock. In lieu of fractional Sharesshares, there shall be paid to the registered holders of Warrant Certificates at the time such Warrant Certificates are exercised as herein provided an amount in cash (without interest) equal to the same fraction product of the current market value such fractional part of a share of [Common/Preferred Stock]. For purposes of this Section 3.9, eSpeed Class A Common Stock multiplied by the current market value of a Current Market Price per share of [Common/Preferred eSpeed Class A Common Stock] shall be the closing price of a share of [Common/Preferred Stock] (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date of such exercise. (c) The closing price for each day Each holder of a Warrant Certificate by accepting the same shall be the last sale price, regular way, or, if no such sale takes place on such day, the average deemed to waive his or her right to receive any fractional Warrant or any fractional share of the closing bid and asked prices, regular way, for such day, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York eSpeed Class A Common Stock Exchange or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on such exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Warrants or [Common/Preferred Stock], respectively, is listed or admitted to trading, or if the Warrants or [Common/Preferred Stock], as the case may be, is not listed or admitted to trading on any national securities exchange, as reported on Nasdaq National Market or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on Nasdaq National Market, as reported on Nasdaqupon exercise of a Warrant.

Fractional Warrants and Fractional Shares. (a) The Company shall not be required to issue fractions of Warrants on any distribution of Warrants to holders of Warrant Certificates or to distribute Warrant Certificates that which evidence fractional Warrants. In lieu of such fractional Warrants Warrants, there shall be paid to the registered holders of the Warrant Certificates Holders with regard to which such fractional Warrants Warrant would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a full whole Warrant. For purposes of this SectionSection 8(a), the current market value of a Warrant shall be the closing price fair value thereof determined in the reasonable good faith judgment of one Warrant (as determined pursuant to paragraph (c) below) the Board of Directors of the Company for the trading day immediately prior to the date on which such fractional Warrant would have been otherwise issuable. (b) Notwithstanding any an adjustment pursuant to section 3.9 Section 5 in the number of Ordinary Shares purchasable upon the exercise of a Warrantcovered by any Warrant evidenced hereby, the Company shall not be required to issue fractions of Ordinary Shares upon exercise of the Warrants evidenced hereby or to distribute certificates which evidence fractional Ordinary Shares. In lieu of fractional Ordinary Shares, there shall be paid to the registered holders of Warrant Certificates Holder at the time such this Warrant Certificates are Certificate is exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of [Common/Preferred Stock]an Ordinary Share. For purposes of this Section 3.98(b), the current market value of a share of [Common/Preferred Stock] an Ordinary Share shall be determined in accordance with Section 5(f) as of the closing price of a share of [Common/Preferred Stock] (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date of such exercise. (c) The closing price for each day shall be the last sale priceWarrant Holder by acceptance hereof, regular way, or, if no expressly waives such sale takes place on such day, the average Warrant Holder's right to receive any fractional Warrant evidenced hereby or any fractional Ordinary Share upon exercise of the closing bid and asked prices, regular way, for such day, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the a Warrants or Stock, as the case may be, is not listed or admitted to trading on such exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Warrants or [Common/Preferred Stock], respectively, is listed or admitted to trading, or if the Warrants or [Common/Preferred Stock], as the case may be, is not listed or admitted to trading on any national securities exchange, as reported on Nasdaq National Market or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on Nasdaq National Market, as reported on Nasdaqevidenced hereby.

Fractional Warrants and Fractional Shares. (a) The Company shall not be required to issue fractions of Warrants on any distribution of Warrants to holders the Warrantholder pursuant to subsection (i) of Warrant Certificates Section 12 or to distribute Warrant Certificates that which evidence fractional Warrants. In lieu of such fractional Warrants or Warrant Certificates, at the Company's option, there shall be paid to the registered holders of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable, an amount in cash equal to the same fraction of the current market value (as defined below) of a full Warrant. For purposes of this Section, whole Warrant on the current market value of a Warrant shall be the closing price of one Warrant (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date on which such fractional Warrant otherwise would have been otherwise issuable. For purposes of this subsection (a) of Section 13, the "current market value" of a Warrant on any day shall be the fair market value of the Warrants on such day, as determined in good faith by the board of directors of the Company. Such determination shall be conclusive, absent manifest error. (b) Notwithstanding any adjustment pursuant to section 3.9 in the number of Shares purchasable upon the exercise of a Warrant, the The Company shall not be required to issue fractions of Shares upon exercise of the Warrants or to distribute Share certificates which evidence fractional Shares. In lieu of fractional Shares, at the Company's option, there shall be paid to the registered holders of Warrant Certificates at the time such Warrant Certificates Warrants are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of [Common/Preferred Stock]. For purposes of this Section 3.9, the current market value of a share of [Common/Preferred Stock] shall be the closing price of a share of [Common/Preferred Stock] (per Share as determined pursuant to paragraph subsection (ce) below) for of Section 11 hereof on the trading day immediately prior to the date of such exercise. (c) The closing price for each day shall be the last sale price, regular way, or, if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such day, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on such exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Warrants or [Common/Preferred Stock], respectively, is listed or admitted to trading, or if the Warrants or [Common/Preferred Stock], as the case may be, is not listed or admitted to trading on any national securities exchange, as reported on Nasdaq National Market or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on Nasdaq National Market, as reported on Nasdaq.

Fractional Warrants and Fractional Shares. (a) The Company shall not be required to issue fractions of Warrants on any distribution of Warrants to holders of Warrant Certificates pursuant to Section 11(i) or to distribute Warrant Certificates that which evidence fractional Warrants. In lieu of such fractional Warrants there shall be paid to the registered holders of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable, issuable an amount in cash equal to the same fraction of the current market value of a full Warrant. For purposes of this SectionSection 12(a), the current market value of a Warrant shall be the closing price of one the Warrant (as determined pursuant to paragraph (c) belowthe method delineated for such a determination in respect of the Common Stock in the second sentence of Section 11(d)) for the trading day immediately prior to the date on which such fractional Warrant would have been otherwise issuable. (b) Notwithstanding any an adjustment pursuant to section 3.9 Section 11(h) in the number of Shares purchasable upon the exercise of a Warrant, the Company shall not be required to issue fractions of Shares upon exercise of the Warrants or to distribute certificates which evidence fractional Shares. In lieu of fractional Shares, there shall be paid to the registered holders of Warrant Certificates at the time such Warrant Certificates are exercised issued as herein provided an amount in cash equal to the same fraction of the current market value of a share of [Common/Preferred Common Stock]. For purposes of this Section 3.912(b), the current market value of a share of [Common/Preferred Stock] Common Stock shall be the closing price of a share of [Common/Preferred Stock] Common Stock (as determined pursuant to paragraph (c) belowthe second sentence of Section 11(d)) for the trading day immediately prior to the date of such exercise. (c) The closing price for each day shall be the last sale price, regular way, or, if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such day, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on such exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Warrants or [Common/Preferred Stock], respectively, is listed or admitted to trading, or if the Warrants or [Common/Preferred Stock], as the case may be, is not listed or admitted to trading on any national securities exchange, as reported on Nasdaq National Market or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on Nasdaq National Market, as reported on Nasdaq.

Fractional Warrants and Fractional Shares. (a) The Company shall not be required to issue fractions of Warrants on any distribution of Warrants to holders of Warrant Certificates or to distribute Warrant Certificates that evidence fractional Warrants. In lieu of such fractional Warrants there shall be paid to the registered holders of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a full Warrant. For purposes of this Section, the current market value of a Warrant shall be the closing price of one Warrant (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date on which such fractional Warrant would have been otherwise issuable. (b) Notwithstanding any adjustment pursuant to section 3.9 3.8 in the number of Shares purchasable upon the exercise of a Warrant, the Company shall not be required to issue fractions of Shares upon exercise of the Warrants or to distribute certificates which evidence fractional Shares. In lieu of fractional Shares, there shall be paid to the registered holders of Warrant Certificates at the time such Warrant Certificates are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of [Common/Preferred Stock]an ordinary share. For purposes of this Section 3.9, the current market value of a an ordinary share of [Common/Preferred Stock] shall be the closing price of a an ordinary share of [Common/Preferred Stock] (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date of such exercise. (c) The closing price for each day shall be the last sale price, regular way, or, if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such day, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Warrants or StockShares, as the case may be, is not listed or admitted to trading on such exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Warrants or [Common/Preferred Stock]ordinary shares, respectively, is listed or admitted to trading, or if the Warrants or [Common/Preferred Stock]ordinary shares, as the case may be, is not listed or admitted to trading on any national securities exchange, as reported on Nasdaq National Market or, if the Warrants or StockShares, as the case may be, is not listed or admitted to trading on Nasdaq National Market, as reported on Nasdaq.

Fractional Warrants and Fractional Shares. (a) The Company shall not be required to issue fractions of Warrants on any distribution of Warrants to holders of Warrant Certificates pursuant to Section 13(k) or to distribute Warrant Certificates that evidence fractional Warrants. In lieu of such fractional Warrants there shall be paid to the registered holders of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a full Warrant. For purposes of this SectionSection 14(a), the current market value of a Warrant shall be the closing price of one Warrant (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date on which such fractional Warrant would have been otherwise issuable. (b) Notwithstanding any adjustment pursuant to section 3.9 Section 13 in the number of Shares purchasable upon the exercise of a Warrant, the Company shall not be required to issue fractions of Shares upon exercise of the Warrants or to distribute certificates which evidence fractional Shares. In lieu of fractional Shares, there shall be paid to the registered holders of Warrant Certificates at the time such Warrant Certificates are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of [Common/Preferred Stock]Class A Common Stock minus the equivalent fraction of the exercise price. For purposes of this Section 3.914(b), the current market value of a share of [Common/Preferred Stock] Class A Common Stock shall be the closing price of a share of [Common/Preferred Stock] Class A Common Stock (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date of such exercise. (c) The closing price for each day shall be the last sale price, regular way, or, if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such day, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Warrants or Class A Common Stock, as the case may be, is are not listed or admitted to trading on such exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Warrants or [Common/Preferred Class A Common Stock], respectively, is listed or admitted to trading, or if the Warrants or [Common/Preferred Stock], as the case may be, is not listed or admitted to trading on any national securities exchange, as reported on Nasdaq National Market or, if the Warrants or Class A Common Stock, as the case may be, is not listed or admitted to trading on Nasdaq National Market, as reported on Nasdaq.or

Fractional Warrants and Fractional Shares. (a) The Notwithstanding any other provision of this Agreement or any Warrant Certificate, the Company shall not be required to issue fractions of Warrants on any distribution of Warrants to holders of Warrant Certificates pursuant to subsection (f) of Section 11 or to distribute Warrant Certificates that which evidence fractional Warrants. In lieu of such fractional Warrants there issuing any fraction of a Warrant otherwise called for upon any adjustment pursuant to subsection (d) of Section 11, the Company shall be paid pay to the registered holders of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable, Holder entitled thereto an amount in cash equal to the same such fraction of multiplied by the current market value of one such Warrant determined as follows: (1) If the Warrants are listed on the New York Stock Exchange, the American Stock Exchange, or such other national stock exchange specified by the Board of Directors of the Company, or admitted to unlisted trading privileges on any such exchange, or if the Warrants are quoted on a full Warrant. For purposes National Association of this SectionSecurities Dealers, Inc. system that reports closing prices, the current market value of a Warrant shall be the closing price of one Warrant (the Warrants as determined pursuant to paragraph (c) below) reported by the Wall Street Journal for the last trading day immediately prior to the date of such adjustment pursuant to subsection (d) of Section 11, or, if no such price is reported for such day, then the determination of such closing price shall be as of the last immediately preceding day on which the closing price is so reported, or (2) If the Warrants are not so listed or admitted to unlisted trading privileges or so quoted, the current market value shall be the mean of the last reported bid and asked prices reported by NASDAQ, if the Warrants are quoted on NASDAQ, and if not, the mean of the last reported bid and asked prices reported by the National Quotation Bureau, Inc., in either case on the last business day prior to the date of such fractional Warrant would have been otherwise issuableadjustment pursuant to subsection (d) of Section 11; or (3) If neither subparagraph (1) or (2) is applicable, the current market value shall be an amount determined in such reasonable manner as may be prescribed by the Board of Directors of the Company. (b) Notwithstanding any adjustment pursuant to section 3.9 in the number other provision of Shares purchasable upon the exercise of a Warrantthis Agreement or any Warrant Certificate, the Company shall not be required to issue fractions of Shares upon exercise of the Warrants or to distribute certificates which evidence fractional fractions of Shares. In With respect to any fraction of a Share called for upon exercise of any Warrant, the Company in lieu of issuing such fractional SharesShares shall pay to, there shall be paid to or in accordance with the registered holders of instructions of, the Warrant Certificates at the time Holder exercising such Warrant Certificates are exercised as herein provided an amount in cash equal to such fraction multiplied by the same fraction Fair Market Value of the current market value of a one share of [Common/Preferred Common Stock]. For purposes of this Section 3.9, the current market value of a share of [Common/Preferred Stock] shall be the closing price of a share of [Common/Preferred Stock] (as determined pursuant to paragraph (c) below) for the trading day immediately prior to the date of such exercise. (c) The closing price for each day shall be the last sale price, regular way, or, if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such day, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on such exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Warrants or [Common/Preferred Stock], respectively, is listed or admitted to trading, or if the Warrants or [Common/Preferred Stock], as the case may be, is not listed or admitted to trading on any national securities exchange, as reported on Nasdaq National Market or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on Nasdaq National Market, as reported on Nasdaq.

Fractional Warrants and Fractional Shares. (a) The Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to issue fractions of Warrants on any distribution of Warrants to holders of Warrant Certificates or to distribute Warrant Certificates that which evidence fractional Warrants. In lieu of such fractional Warrants there shall be paid to the registered holders of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable, an amount in cash equal to the same fraction of the current market fair value of a full Warrant. For purposes of this SectionSection 15(a), the current market fair value of a Warrant shall be the closing price Closing Price of one the Warrant (as determined pursuant to paragraph (c) below) for on the trading day Trading Day immediately prior to the date on which such fractional Warrant would have been otherwise issuable, as set forth in an Officers’ Certificate delivered to the Warrant Agent pursuant to Section 10(c) and on which the Warrant Agent may rely without further inquiry. (b) Notwithstanding any adjustment pursuant anything in this Agreement to section 3.9 in the number of Shares purchasable upon the exercise of a Warrantcontrary, the Company shall not be required to issue fractions of Shares shares of Common Stock upon exercise of the Warrants or to distribute certificates which evidence such fractional Sharesshares. In lieu of such fractional Sharesshares, there shall be paid to the registered holders holder of the Warrant Certificates Certificate at the time such Warrant Certificates are exercised Certificate is exercised, as herein provided provided, an amount in cash equal to the same fraction of the current market fair value of a share of [Common/Preferred Common Stock]. For purposes of this Section 3.915(b), the current market fair value of a share of [Common/Preferred Stock] Common Stock shall be the closing price Closing Price of a share of [Common/Preferred Stock] (as determined pursuant to paragraph (c) below) for Common Stock on the trading day Trading Day immediately prior to the date of such exercise. (c) The closing price for each day shall be the last sale price, regular way, or, if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such day, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Warrants or Stock, as set forth in an Officers’ Certificate delivered to the case may be, is not listed or admitted Warrant Agent pursuant to trading on such exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange Section 10(c) and on which the Warrants or [Common/Preferred Stock], respectively, is listed or admitted to trading, or if the Warrants or [Common/Preferred Stock], as the case Warrant Agent may be, is not listed or admitted to trading on any national securities exchange, as reported on Nasdaq National Market or, if the Warrants or Stock, as the case may be, is not listed or admitted to trading on Nasdaq National Market, as reported on Nasdaqrely without further inquiry.