Common use of Fractional Warrants and Fractional Shares Clause in Contracts

Fractional Warrants and Fractional Shares. If the number of shares of Common Stock purchasable upon the exercise of each Warrant is adjusted pursuant to Paragraph 9 of this Agreement, the Company nevertheless shall not be required to issue fractions of shares, upon exercise of the Warrants or otherwise, or to distribute certificates that evidence fractional shares. With respect to any fraction of a share called for upon any exercise hereof, the Company, at its option, shall either issue a whole share in lieu of such fractional share or pay to the Holder an amount in cash equal to such fraction multiplied by the current market value of such fractional share, determined as follows: (a) If the Common Stock is listed on the New York or American Stock Exchange or admitted to unlisted trading privileges on such exchange or listed for trading on the Nasdaq Stock Market, the current value shall be the reported last sale price of the Common Stock on such exchange or system on the last business day prior to the date of exercise of this Warrant, or if no such sale is made on such day, the average closing bid and asked prices for such day on such exchange or system; or (b) If the Common Stock is not listed or admitted to unlisted trading privileges, the current value shall be the last reported bid price reported by the National Quotation Bureau, Inc. on the last business day prior to the date of the exercise of this Warrant; or (c) If the Common Stock is not so listed or admitted to unlisted trading privileges and bid prices are not so reported, the current value shall be an amount determined in such reasonable manner as may be prescribed by the Board of Directors of the Company. 11.

Fractional Warrants and Fractional Shares. If the number of shares of Common Stock purchasable upon the exercise of each Warrant is adjusted pursuant to Paragraph 9 of this Agreement, the (a) The Company nevertheless shall not be required to issue fractions of shares, upon exercise of the Warrants or otherwise, or to distribute certificates that Warrant Certificates which evidence fractional shares. With respect to any fraction Warrants, except at the request of a share called for upon any exercise hereof, Warrant holder in the Company, at its option, shall either issue a whole share 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 share or pay Warrants, there shall be paid to the Holder registered holders of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable an amount in cash equal to such the same fraction multiplied by of the current market value of such fractional share, determined as follows: (a) If a whole Warrant. For the Common Stock is listed on the New York or American Stock Exchange or admitted to unlisted trading privileges on such exchange or listed for trading on the Nasdaq Stock Marketpurposes of this Section 13(a), the current market value of a whole Warrant shall be the reported last sale closing price of the Common Stock on such exchange or system on Warrant for the last business day Trading Day immediately prior to the date of exercise of this Warranton which such fractional Warrant would have been otherwise issuable. The closing price for any day shall be the last sale price, or if regular way, or, in case no such sale is made takes place on such day, the average of the closing bid and asked prices for such day 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 such exchange or system; or (b) If the Common Stock is NYSE or, if the Warrants are not listed or admitted to unlisted trading privilegeson NYSE, as reported in the current value shall be the last reported bid price reported by the National Quotation Bureau, Inc. principal consolidated transaction reporting system with respect to securities listed on the last business day prior to principal national securities exchange on which the date of the exercise of this Warrant; or (c) If the Common Stock is not so Warrants are listed or admitted to unlisted trading privileges and bid prices or, if the Warrants are not so reportedlisted or admitted to trading on any national securities exchange, the current 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 shall be an amount of the Warrants on such date as determined in such reasonable manner as may be prescribed good faith by the Board of Directors of the Company. 11Company shall be used.

Fractional Warrants and Fractional Shares. (a) If the number of shares of Common Stock purchasable upon the exercise of each Warrant is adjusted pursuant to Paragraph Section 9 of this Agreementhereof, the Company shall nevertheless shall not be required to issue fractions of shares, upon exercise of the Warrants or otherwise, or to distribute certificates that evidence fractional shares. With respect to any fraction of a share called for upon any exercise hereof, the Company, at its option, Company shall either issue a whole share in lieu of such fractional share or pay to the Holder an amount in cash equal to such fraction multiplied by the current market value of such fractional share, determined as follows: (ai) If the Common Stock is listed on the New York or American Stock a National Securities Exchange or admitted to unlisted trading privileges on such exchange or listed for trading on the Nasdaq Stock MarketNational or SmallCap Markets, the current value shall be the last reported last sale price of the Common Stock on such exchange or system on the last business day prior to the date of exercise of this the Warrant, or if no such sale is made on such day, the average of the closing bid and asked prices for such day on such exchange or systemexchange; or (bii) If the Common Stock is not listed or admitted to unlisted trading privileges, the current value shall be the mean of the last reported bid price and asked prices reported by the National Quotation Bureau, Inc. on the last business day prior to the date of the exercise of this the Warrant; or (ciii) If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and asked prices are not so reported, the current value shall be an amount determined in such reasonable manner as may be prescribed by the Board of Directors of the Company. 11.

Fractional Warrants and Fractional Shares. If Regardless of whether or not the number of shares of Common Stock purchasable upon the exercise of each Warrant is adjusted pursuant to Paragraph 9 of this AgreementSection 8 hereof, the Company shall nevertheless shall not be required to issue or sell fractions of shares, shares upon exercise of the Warrants or otherwise, or to distribute certificates that evidence fractional shares. With respect to any fraction of a share called for upon the exercise of any exercise hereofWarrants, the Company, at its option, Company shall either issue a whole share in lieu of such fractional share or pay to the Registered Holder an amount in cash equal to such fraction multiplied by the "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 such one fractional share, determined as follows: (a) If the . 11 The "current market price" per share of Common Stock is listed 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 New York last full trading day on the exchange or American Stock Exchange 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 admitted granting in question through such last full trading day prior to unlisted 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 price is to be computed and (B) the last full trading privileges day on such exchange or listed market before the commencement of "ex-dividend" trading in the Common Stock relating to the event giving rise to the adjustment. The closing price for trading on the Nasdaq Stock Market, the current value any day shall be the last reported last sale price of the Common Stock on such exchange or system on the last business day prior to the date of exercise of this Warrantregular way or, or if in case no such reported sale is made takes place on such day, the average of the closing bid and asked prices regular way for such day day, in each case (1) on the principal national securities exchange on which the shares of Common Stock are listed or to which such exchange or system; shares are admitted to trading or (b2) If if the Common Stock is not listed or admitted to unlisted trading privilegeson a national securities exchange, in the current value shall be the last reported bid price over-the-counter market as reported by the National Quotation BureauAssociation of Securities Dealers, Inc. on the last business day prior to the date of the exercise of this Warrant; Automated Quotation System ("Nasdaq National Market") or any comparable system or (c3) If if the Common Stock is not so listed on Nasdaq National Market or admitted a comparable system, as furnished by two members of the NASD selected from time to unlisted trading privileges and bid prices are time in good faith by the Board of Directors of the Company for that purpose. In the absence of all of the foregoing, or if for any reason the current market price per share cannot so reportedbe determined pursuant to the foregoing provisions of this paragraph (9), the current value market price per share shall be an amount the fair market value thereof as determined in such reasonable manner as may be prescribed good faith by the Board of Directors of the Company. 11.

Fractional Warrants and Fractional Shares. (a) If the number of shares of Common Stock purchasable issuable upon the exercise of each Warrant is adjusted pursuant to Paragraph Section 9 of this Agreement, hereof the Company nevertheless shall not be required to issue fractions of shares, shares upon exercise of the Warrants or otherwise, or to distribute certificates that evidence fractional shares. With respect to any fraction of a share called for upon any exercise hereof, the Company, at its option, Company shall either issue a whole share in lieu of such fractional share or pay to the Holder an amount in cash equal to such fraction multiplied by the current market value of such fractional share, determined as follows: (a1) If the Common Stock is listed on the New York or American Stock Exchange a national securities exchange or admitted to unlisted trading privileges on such exchange or listed for trading quoted on the Nasdaq Stock NASDAQ National Market System or Small Cap Market, the current value shall be the last reported last sale price of the Common Stock on such exchange or system NASDAQ on the last business day prior to the date of exercise of this WarrantWarrant or, or if no such sale is made on such day, the average closing bid and asked prices for such day on such exchange or system; or (b2) If the Common Stock is not so listed or admitted to unlisted trading privilegesprivileges or quoted, the current value shall be the mean of the last reported bid price and asked prices on NASDAQ or as reported by the National Quotation Bureau, Inc. on the last business day prior to the date of the exercise of this Warrant; or (c3) If the Common Stock is not so listed or admitted to unlisted trading privileges or quoted, and bid and asked prices are not so reported, the current value shall be an amount determined in such reasonable manner as may be prescribed by the Board of Directors of the Company. SECTION 11.