Common use of Issuance of Common Shares Clause in Contracts

Issuance of Common Shares. Unless a Termination Event shall have occurred on or prior to the Share Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Share Purchase Date, upon the Company's receipt of payment in full of the Purchase Price for the Common Shares purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.6(b) or the Company's exercise of its rights as a secured party pursuant to Section 5.4(b(iii), the Company shall issue and deposit with the Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing the newly issued Common Shares, registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for Common Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Share Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund"), to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Agent on or after the Share Purchase Date, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole Common Shares which such Holder is entitled to receive pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions provided by the Holder to the Agent. If any Common Shares issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of such Certificate or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Common Shares. Unless a Termination Event shall have occurred on or prior to the Share Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Share Purchase Date, upon the Company's receipt Upon due exercise of payment Warrants evidenced by any Warrant Certificate in full of the Purchase Price for the Common Shares purchased by the Holders pursuant to conformity with the foregoing provisions of this Article Section 3.2(d), the Warrant Agent shall, when actions specified in Section 3.2(d)(i) have been effected and any payment specified in Section 3.2(d)(ii) is received, deliver to the Company the Exercise Form received pursuant to Section 3.2(d)(i), deliver or deposit all funds, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within five (5) Business Days after the Exercise Date referred to below, (i) determine the number of Common Shares issuable pursuant to exercise of such Warrants pursuant to Section 3.6 or, if Cashless Exercise applies, Section 3.7 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures Common Shares in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Shares may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number of Common Shares issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant to Section 5.2. The Common Shares in book-entry form or certificate or certificates representing Common Shares so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 5.6(b) 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the Company's “Recipient”). If the Company has a stockholder rights plan in effect upon exercise of its rights as a secured party pursuant to Section 5.4(b(iii)the Warrants, the Company shall issue and deposit with the Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing the newly each Common Share issued Common Shares, registered in the name of the Agent (or its nominee) as custodian for the Holders (upon such certificates for Common Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Share Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund"), to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Agent on or after the Share Purchase Date, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate exercise shall be entitled to receive in exchange therefor a certificate representing that the appropriate number of whole rights, if any, and any certificates representing the Common Shares which issued upon such Holder is entitled to receive pursuant to the provisions of this Article V (after taking into account all Units then held by exercise shall bear such Holder) together with cash legends, if any, in lieu of fractional shares each case as provided in Section 5.12 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith may be cancelled. Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions provided by the Holder terms of any such stockholder rights plan, as the same may be amended from time to the Agent. If any Common Shares issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of such Certificate or has established to the satisfaction of the Company that such tax either has been paid or is not payabletime.

Issuance of Common Shares. Unless a Termination Event shall have occurred on or prior to the Share Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Share Purchase Date, upon the Company's receipt Upon due exercise of payment Warrants evidenced by any Warrant Certificate in full of the Purchase Price for the Common Shares purchased by the Holders pursuant to conformity with the foregoing provisions of this Article Section 3.2(d), the Warrant Agent shall, when actions specified in Section 3.2(d)(i) have been effected and any payment specified in Section 3.2(d)(ii) is received, deliver to the Company the Exercise Form received pursuant to Section 3.2(d)(i), deliver or deposit all funds, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone promptly thereafter of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within five (5) Business Days after the Exercise Date referred to below, (i) determine the number of Common Shares issuable pursuant to exercise of such Warrants pursuant to Section 3.6 or, if Cashless Exercise applies, Section 3.7 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures Common Shares in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Shares may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number of Common Shares issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant to Section 5.2. The Common Shares in book-entry form or certificate or certificates representing Common Shares so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 5.6(b) 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the Company's “Recipient”). If the Company has a stockholder rights plan in effect upon exercise of its rights as a secured party pursuant to Section 5.4(b(iii)the Warrants, the Company shall issue and deposit with the Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing the newly each Common Share issued Common Shares, registered in the name of the Agent (or its nominee) as custodian for the Holders (upon such certificates for Common Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Share Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund"), to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Agent on or after the Share Purchase Date, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate exercise shall be entitled to receive in exchange therefor a certificate representing that the appropriate number of whole rights, if any, and any certificates representing the Common Shares which issued upon such Holder is entitled to receive pursuant to the provisions of this Article V (after taking into account all Units then held by exercise shall bear such Holder) together with cash legends, if any, in lieu of fractional shares each case as provided in Section 5.12 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith may be cancelled. Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions provided by the Holder terms of any such stockholder rights plan, as the same may be amended from time to the Agent. If any Common Shares issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of such Certificate or has established to the satisfaction of the Company that such tax either has been paid or is not payabletime.

Issuance of Common Shares. Unless (a) The Company hereby appoints the Transfer Agent as conversion agent for the Series B Preferred Stock and exercise agent for the Warrant. The Company hereby irrevocably instructs the Transfer Agent to issue the Common Shares upon conversion of shares of Series B Preferred Stock from time to time upon receipt of a Termination Event Conversion Notice and to issue the Common Shares from time to time upon receipt of a Subscription Form. A Conversion Notice or Subscription Form may be given by telephone line facsimile transmission to the Transfer Agent or otherwise given to the Transfer Agent, in each such case at the address and in the manner provided in Section 4(a). [The certificates for shares of Series B Preferred Stock need not be surrendered in connection with the conversion thereof by the holder thereof.] (b) The certificates for Common Shares issued prior to receipt by the Transfer Agent of an opinion of counsel (who may be counsel to the Holder), which counsel shall be reasonably acceptable to the Transfer Agent, that a registration statement under the Securities Act relating to the resale of Common Shares has been declared effective by the Securities and Exchange Commission (the "SEC") shall bear the following legend: "The securities represented by this certificate have occurred on not been registered under the Securities Act of 1933, as amended (the "Act"). The securities have been acquired for investment and may not be resold, transferred or assigned in the absence of an effective registration statement for the securities under the Act, or an opinion of counsel that registration is not required under said Act." (1) upon request of the Holder, the Transfer Agent will prepare and issue within three business days after such request substitute certificates without any restrictive legend for any certificates for Common Shares issued prior to the Share Purchase Date or an Early Settlement or a Merger Early Settlement date the Transfer Agent receives such opinion of counsel and shall have occurred, on the Share Purchase Date, upon the Company's receipt of payment in full of the Purchase Price for the immediately remove any stop-transfer restriction against such Common Shares purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.6(b(2) or the Company's exercise of its rights as a secured party pursuant to Section 5.4(b(iii), neither the Company nor the Transfer Agent shall issue and deposit with the Agent, for the benefit of the Holders of the Outstanding Units, one place any restrictive legend or more certificates representing the newly issued Common Shares, registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for Common Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Share Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund"), to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Agent on or after the Share Purchase Date, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole Common Shares which such Holder is entitled to receive pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions provided by the Holder to the Agent. If any stop-transfer restriction against Common Shares issued in respect after the Transfer Agent receives such opinion of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of such Certificate or has established to the satisfaction of the Company that such tax either has been paid or is not payablecounsel.

Issuance of Common Shares. Unless a Termination Event shall have occurred on or prior (a) The Company hereby appoints the Conversion Agent, and the Conversion Agent hereby agrees to act, as exercise agent for the Share Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on Warrants and as conversion agent for the Share Purchase Date, Preferred Stock. The Company hereby irrevocably instructs the Conversion Agent to (i) issue Warrant Shares upon exercise of the Company's Warrants from time to time in accordance with the terms of the Warrants upon receipt of payment in full a Subscription Form from a Holder of the Purchase Price for the Common Shares purchased by the Holders pursuant to the foregoing provisions of this Article any Warrant and subject to Section 5.6(b) or the Company's exercise of its rights as a secured party pursuant to Section 5.4(b(iii), written confirmation from the Company shall issue that the Company has received the purchase price therefor (a "Payment Confirmation") and deposit with the Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing the newly issued Common Shares, registered in the name of the Agent (or its nomineeii) as custodian for the Holders (such certificates for Common Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Share Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund"), to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Agent on or after the Share Purchase Date, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole Common Shares which such Holder is entitled to receive pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares except as provided in Section 5.12 and 3(c),to issue Conversion Shares upon conversion of all or any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fundoutstanding Preferred Shares from time to time upon receipt of a Conversion Notice. A Conversion Notice may be given by telephone line facsimile transmission to the Conversion Agent or otherwise given to the Conversion Agent, but without any interest thereon, in each such case at the address and in the manner provided in Section 6(g). A converting or exercising Holder shall give a copy of each of the Conversion Notice and the Certificate so surrendered shall forthwith be cancelledSubscription Form to the Company. Such shares shall be registered Any failure or delay in the name giving of such copy of the Holder or the Holder's designee as specified in the settlement instructions provided Conversion Notice by the a Holder to the Company shall not affect the validity of or the Conversion Date (as defined in the Certificate of Designation of the Preferred Stock (the "Certificate of Designation")) for any such Conversion Notice. The Company shall confirm to the Conversion Agent its receipt of a copy of each Subscription Form. Any delay in the giving of a copy of the Subscription Form by a Holder to the Company shall stay the Company's obligation to give a Payment Confirmation to the Conversion Agent as set forth in Section 3(a) until such copy is received. The Company agrees to deliver to the Conversion Agent by telephone line facsimile transmission or by overnight courier copies of any Conversion Notice or Subscription Form which the Conversion Agent advises the Company have not yet been received by the Conversion Agent. If The certificates for Preferred Shares need not be surrendered in connection with the conversion thereof by a Holder unless all of the outstanding Preferred Shares evidenced by a particular certificate are so converted. The Company may by notice to any Common Holder from time to time require such Holder to surrender the certificates for such Holder's Preferred Shares in exchange for the issuance by the Company of one or more new certificate or certificates for a number of shares of Preferred Stock equal to the number of outstanding shares of Preferred Stock evidenced by the certificate(s) so surrendered. (b) The certificates for Warrant Shares issued in respect prior to receipt by the Conversion Agent of a Purchase Contract are to an opinion of counsel (who may be registered counsel to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registeredHolder), no such registration which counsel shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of such Certificate or has established reasonably acceptable to the satisfaction Conversion Agent, that a registration statement under the Securities Act of 1933 Act, as amended (the Company that such tax either "1933 Act"), relating to the resale of Warrant Shares has been paid declared effective by the Securities and Exchange Commission (the "SEC") shall bear the following legend: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"). The securities have been acquired for investment and may not be sold, transferred or assigned in the absence of an effective registration statement for the securities under the Act or an opinion of counsel that registration is not payablerequired under the Act."

Issuance of Common Shares. (a) Unless a Termination Event shall have occurred on or prior to the Share Purchase Date or Event, an Early Settlement or a Merger Fundamental Change Early Settlement shall have occurred, on the Share Purchase Date, upon the Company's receipt of payment in full of the Purchase Price for the Common Shares purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.6(b) or 5.04(b), on the Company's exercise Purchase Contract Settlement Date upon receipt of its rights as a secured party pursuant to the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.4(b(iii)5.02 above, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing the newly issued Common Shares, Shares registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for Common Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Share Purchase Contract Settlement Date, being hereinafter referred to as the "“Purchase Contract Settlement Fund"), ”) to which the Holders are entitled hereunder. . (b) Subject to the foregoing, upon surrender of a Certificate to the Purchase Contract Agent on or after the Share Purchase Contract Settlement Date, Early Settlement Date or Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive forthwith in exchange therefor a certificate representing that number of newly issued whole Common Shares which such Holder is entitled to receive pursuant to the provisions of this Article V 5 (after taking into account all Units then held by such Holder) ), together with cash in lieu of fractional shares as provided in Section 5.12 5.08 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder's ’s designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any Common Shares issued in respect of a Purchase Contract are to be registered to in the name of a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registeredregistered (but excluding any Depository or nominee thereof), no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of the registered Holder of the Certificate evidencing such Certificate Purchase Contract or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Common Shares. Unless a Termination Event (i) Upon due exercise of Global Warrants in accordance with the foregoing provisions of Section 3.2(f), Common Shares issuable upon such exercise shall have occurred be issued and delivered in accordance with the applicable practices and procedures of the Depositary. The Company shall use commercially reasonable efforts to cause the transfer agent of the Company to cooperate with the Depositary and the applicable Agent Member in order to effect the issuance and delivery of Common Shares as promptly as practicable in accordance with such practices and procedures. (ii) Upon due exercise of Definitive Warrants in accordance with the foregoing provisions of Section 3.2(b), Section 3.2(c), Section 3.2(e) or Section 5.1, as applicable, the Company shall cause the transfer agent of the Company, as promptly as practicable but in any event no later than four (4) Business Days after the Exercise Date, to cooperate with the Agent Member designated by the Warrantholder on the Exercise Notice in order that the Common Shares will be issued, delivered and credited to the account of the Agent Member at the Depositary for the benefit of the Warrantholder through the Deposit/Withdrawal at Custodian (“DWAC”) function of the Depositary or such other function as may be adopted by the Depositary for that purpose. Notwithstanding the foregoing, if, at or prior to the Share Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Share Purchase Date, upon the Company's receipt of payment in full time of the Purchase Price exercise of any Definitive Warrant, the Depositary notifies the Company in writing that it is unwilling or unable to continue as Depositary for the Common Shares purchased issuable upon exercise of such Definitive Warrant or if at any time the Depositary has ceased or ceases to be a “clearing agency” registered under the Exchange Act (and notified the Company in writing of such cessation) and, in each such case, a successor Depositary is not appointed by the Holders pursuant to the foregoing provisions Company within ninety (90) days of this Article and subject to Section 5.6(b) or the Company's exercise of its rights as a secured party pursuant to Section 5.4(b(iii)such notice, the Company shall issue and deposit the Common Shares in such name or names as indicated on the Exercise Notice, provided the Warrantholder shall have furnished the Company with the Agentappropriate tax identification information and, for if the benefit of the Holders of the Outstanding Units, one or more certificates representing the newly Common Shares are to be issued Common Shares, registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for Common Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Share Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund"), to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Agent on or after the Share Purchase Date, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole Common Shares which such Holder is entitled to receive pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions provided by the Holder to the Agent. If any Common Shares issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registeredWarrantholder, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that evidence of the registered Holder payment of such Certificate any required transfer or has established similar tax shall have been furnished to the satisfaction Company. At the option of the Company., the Common Shares may either be represented by certificates or issued through direct registration on the books and records of the transfer agent of the Company. If the Common Shares are issued in certificated form, the Company that such tax either has been paid or is not payableshall cause the certificates representing the Common Shares to be physically delivered to the address specified in the Exercise Notice. The Company shall cause the Common Shares to be issued and delivered as aforesaid, as promptly as practicable but in any event no later than four (4) Business Days after the Exercise Date.

Issuance of Common Shares. Unless a Termination Event shall have occurred on or prior to the Share Purchase Date or Event, an Early Settlement or a Merger Fundamental Change Early Settlement shall have occurred, subject to Section 5.05(b), on the Share Purchase Contract Settlement Date, upon the Company's Corporation’s receipt of payment in full of the aggregate Purchase Price for the Common Shares purchased by the Holders pursuant to the foregoing provisions of this Article and subject to payable on all Outstanding Units in accordance with Section 5.6(b) 5.02 or the Company's exercise of its rights as a secured party pursuant to Section 5.4(b(iii)5.03, the Company Corporation shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing the newly issued Common Shares, Shares registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders or their designees (such certificates for Common Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred on or after the Share Purchase Contract Settlement Date, being hereinafter referred to as the "“Purchase Contract Settlement Fund"), ”) to which the Holders are entitled hereunder. Subject to the foregoing, upon following book-entry transfer of a Unit or surrender of a Certificate Certificate, as the case may be, to the Purchase Contract Agent on or after the Share Purchase Contract Settlement Date, Early Settlement Date or the date on which the Fundamental Change Early Settlement Right is exercised, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable Settlement Date (or, if later, the date of such Certificate shall book-entry transfer of the Unit or such surrender of the Certificate) be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing representing, that number of newly issued whole Common Shares which such Holder is entitled to receive pursuant to the provisions of this Article V 5 (after taking into account all Units then held by such Holder) ), together with cash in lieu of fractional shares as provided in Section 5.12 and 5.09 and, in the case of a settlement on the Purchase Contract Settlement Date, any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depository and the Purchase Contract Agent, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of of, or book-entry interests therein shall be transferred to, the Holder or the Holder's ’s designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any Common Shares issued in respect of a Purchase Contract are to be registered to in the name of, or beneficial interests therein are transferred to, a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registeredregistered or the beneficial owner thereof, no such registration or transfer shall be made unless and until the Person requesting such registration has or transfer shall have paid to the Corporation the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of of, or transfer to a Person other than, the registered Holder of the Certificate evidencing such Certificate Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company Corporation that such tax either has been paid or is not payable.

Issuance of Common Shares. Unless a Termination Event (i) Upon receipt by the Company of this Warrant at its Principal Office in proper form for exercise, and accompanied by the Notice of Exercise and payment of the Aggregate Exercise Price as aforesaid, the Holder shall be deemed to be the holder of record of the Common Shares issuable upon such exercise, notwithstanding that certificates representing such Common Shares may not then be actually delivered. Within 10 Business Days after the rights represented by this Warrant shall have occurred on or prior been exercised, the Company shall cause its transfer agent to issue the Warrant Shares so purchased to the Share Purchase Date Holder in book-entry format. Any reference in this Warrant to the issuance of a certificate or an Early Settlement the certificates representing the Warrant Shares shall also be deemed a reference to the book-entry issuance of such Warrant Shares. (ii) In addition to any other rights available to the Holder, if the Company fails to, or fails to cause its transfer agent to, as applicable, transmit or deliver to the Holder a Merger Early Settlement certificate or the certificates representing the applicable number of Warrant Shares within 10 Business Days after the rights represented by this Warrant shall have occurredbeen exercised (including by causing its transfer agent to issue such Warrant Shares in book-entry format), on and if after such date the Share Purchase DateHolder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm is required to purchase, upon Common Shares to deliver in satisfaction of a sale by the Company's receipt of payment in full Holder of the Purchase Price Warrant Shares which the Holder was entitled to receive upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the Common Shares so purchased exceeds (y) the amount obtained by multiplying (1) the Holders pursuant number of Warrant Shares that the Company was required to transmit or deliver to the foregoing provisions Holder in connection with the exercise at issue but failed to so transmit or deliver on a timely basis times (2) the price per share at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of this Article the Holder, either reinstate the portion of the Warrant and subject to Section 5.6(b) or the Company's exercise equivalent number of its rights as a secured party pursuant to Section 5.4(b(iii), Warrant Shares for which the Company shall issue and deposit with failed to so transmit or deliver such Warrant Shares on a timely basis (in which case the Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing the newly issued Common Shares, registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for Common Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Share Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund"), to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Agent on or after the Share Purchase Date, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate applicable exercise shall be entitled to receive in exchange therefor a certificate representing that number of whole Common Shares which such Holder is entitled to receive pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and any dividends or distributions deemed rescinded with respect to such shares constituting part Warrant Shares) or deliver to the Holder the number of Warrant Shares that would have been issued had the Company timely complied with its exercise and transmission or delivery obligations with respect to such Warrant Shares hereunder (in which case this Warrant shall be deemed to have been exercised for such Warrant Shares). For example, if the Holder purchases Common Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Warrant Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the Purchase Contract Settlement Fund, but without any interest thereon, and immediately preceding sentence the Certificate so surrendered shall forthwith be cancelled. Such shares Company shall be registered in the name of required to pay the Holder or $1,000 in cash. The Holder shall provide the Holder's designee as specified in Company written notice indicating the settlement instructions provided by amounts payable to the Holder to the Agent. If any Common Shares issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name Buy-In and, upon request of the Certificate evidencing such Purchase Contract is registeredCompany, no such registration shall be made unless evidence of the Person requesting such registration has paid any transfer and other taxes required by reason amount of such registration in a name other than that of the registered Holder of such Certificate or has established to the satisfaction of the Company that such tax either has been paid or is not payableloss.

Issuance of Common Shares. Unless a Termination Event shall have occurred on or prior to No later than three (3) business days following the Share Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on exercise of any Warrant and the Share Purchase Date, upon the Company's receipt of payment in full clearance of the Purchase funds in payment of the Warrant Price for the Common Shares purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.6(b) or the Company's exercise of its rights as a secured party pursuant to Section 5.4(b(iii)3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issue and deposit with issue, or cause to be issued, to the AgentRegistered Holder of such Warrant a certificate or certificates or book-entry notations representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full Common Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new book-entry position or countersigned Warrant, as applicable, for the benefit number of shares as to which such Warrant shall not have been exercised or surrendered. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depositary, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Holders of the Outstanding Units, one or more certificates representing the newly issued Common Shares, registered in the name of the Agent (or its nominee) as custodian for the Holders (Warrants remaining after such certificates for Common Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Share Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund"), to which the Holders are entitled hereunderexercise. Subject to Notwithstanding the foregoing, upon surrender of a Certificate to the Agent on or after the Share Purchase Date, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate Company shall be entitled obligated to receive in exchange therefor a certificate representing that number of whole Common Shares which such Holder is entitled deliver, or cause to receive be delivered, any securities without applicable restrictive legend pursuant to the provisions exercise of this Article V a Warrant and shall have no obligation to settle such Warrant exercise unless (after taking into account all Units then held by such Holdera) together with cash in lieu of fractional shares as provided in Section 5.12 and any dividends or distributions a registration statement under the Act with respect to the Common Shares issuable upon exercise of such shares constituting part Warrants is then effective and a current prospectus relating to the Common Shares issuable upon exercise of the Purchase Contract Settlement Fund, but without any interest thereon, and Warrants is available for delivery to the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered Registered Holder of the Warrant or (b) in the name opinion of counsel to the Company, the exercise of the Holder or Warrants is exempt from the Holder's designee as specified in the settlement instructions provided by the Holder to the Agent. If any Common Shares issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that requirements of the registered Holder of Act and such Certificate securities are qualified for sale or has established to the satisfaction exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In no event will the Company that such tax either has been paid or is not payablebe required to net cash settle the Warrant exercise.

Issuance of Common Shares. Unless a Termination Event shall have occurred on or prior to the Share Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Share Purchase Date, upon the Company's receipt of payment in full of the Purchase Price for the Common Shares purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.6(b) or 5.04(b), on the Company's exercise Purchase Contract Settlement Date upon receipt of its rights as a secured party pursuant to Section 5.4(b(iii)the aggregate Purchase Price payable on all Outstanding Securities, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding UnitsSecurities, one or more certificates representing the newly issued Common Shares, Shares registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for Common Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Share Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund"), ) to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Purchase Contract Agent on or after the Share Purchase Contract Settlement Date or Early Settlement Date, as applicable, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive forthwith in exchange therefor a certificate representing that number of newly issued whole Common Shares which such Holder is entitled to receive pursuant to the provisions of this Article V Five (after taking into account all Units Securities then held by such Holder) ), together with cash in lieu of fractional shares as provided in Section 5.12 5.09 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any Common Shares issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Certificate evidencing such Certificate Purchase Contract or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Common Shares. Unless a Termination Event shall have occurred on or prior FURTHER RESOLVED, that the Company is hereby authorized to issue to Lincoln Park Capital Fund, LLC, 50,000 Common Shares as Commitment Shares and that upon issuance of the Commitment Shares pursuant to the Share Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurredAgreement, on the Share Purchase DateCommitment Shares will be duly authorized, validly issued and non-assessable; and FURTHER RESOLVED, that the Company is hereby authorized to issue Common Shares upon the Company's receipt purchase of payment Purchase Shares by Lincoln Park under the Purchase Agreement, up to the Available Amount under the Purchase Agreement and otherwise in full accordance with the terms of the Purchase Price for Agreement, and that, upon issuance of the Common Purchase Shares purchased by the Holders pursuant to the foregoing provisions of this Article Purchase Agreement, the Purchase Shares will be duly authorized, validly issued and subject to Section 5.6(b) or the Company's exercise of its rights as a secured party pursuant to Section 5.4(b(iii)non-assessable; and FURTHER RESOLVED, that the Company shall issue initially reserve 750,000 Common Shares for issuance as Purchase Shares under the Purchase Agreement. FURTHER RESOLVED, that, without limiting the foregoing, the Chairman is xxxxxx authorized and deposit directed to proceed on behalf of the Company and to take all such steps as deemed necessary or appropriate, with the Agentadvice and assistance of counsel if necessary, for to cause the benefit Company to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that the Chairman be, and hereby is, authorized, empowered and directed on behalf of the Holders of the Outstanding Units, one or more certificates representing the newly issued Common Shares, registered and in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for Common Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Share Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund")Company, to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Agent on take or after the Share Purchase Date, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole Common Shares which such Holder is entitled to receive pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions provided by the Holder to the Agent. If any Common Shares issued in respect of a Purchase Contract are cause to be registered taken all such further actions and to a Person other than execute (including under the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of such Certificate or has established to the satisfaction common seal of the Company if appropriate) and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in his judgment shall be necessary, proper or desirable to carry into effect the purpose and intent of any and all of the foregoing resolutions, and that all actions heretofore taken by the Chairman of the Company in connection with the transactions contemplated by the agreements described herein are hereby approved, ratified and confirmed in all respects. FURTHER RESOLVED, that any director or officer of the Company or the Chairman be, and each of them hereby is, authorised to execute (under the common seal of the Company if appropriate) and deliver on behalf of the Company any and all agreements, instruments and other documents whatsoever, and do any and all other things whatsoever, as such tax either has been paid director or is not payableofficer or the Chairman shall in his absolute and unfettered discretion deem or determine appropriate in connection with any of the foregoing resolutions, the transactions contemplated thereby and any ancillary matters thereto and/or to carry out the purposes and intent thereof, such deeming or determination to be conclusively evidenced by any such execution or the taking of any such action by such director or officer or the Chairman; and FURTHER RESOLVED, that any and all agreements, instruments and other documents whatsoever, and any and all actions whatsoever, heretofore or hereafter executed, delivered and/or taken by any director or officer of the Company or the Chairman on behalf of the Company in connection with the subject matter of these resolutions be and are hereby approved, ratified and confirmed in all respects as the acts and deeds of the Company.

Issuance of Common Shares. Unless a Termination Event shall have occurred on or prior to the Share Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Share Purchase Contract Settlement Date, upon the Company's its receipt of payment in full of the Purchase Price for the Common Shares purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.6(b) or the Company's exercise of its rights as a secured party pursuant to Section 5.4(b(iii), the Company shall issue and deposit with the Agent, for the benefit of the Holders of the Outstanding UnitsSecurities, one or more certificates representing the newly issued Common Shares, Shares registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for Common Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Share Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund"), ) to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Agent on or after the Share Purchase Contract Settlement Date, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole Common Shares which such Holder is entitled to receive pursuant to the provisions of this Article V Five (after taking into account all Units Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 5.10 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions provided by the Holder to the Agent. If any Common Shares issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Certificate evidencing such Certificate Purchase Contract or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Common Shares. Unless a Termination Event shall have occurred As promptly as practicable on or prior to after the Share Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Share Stock Purchase Date, upon receipt by the Company's receipt Company of payment in full of the Purchase Price aggregate purchase price for the Common Shares purchased by the Holders pursuant to the foregoing provisions of this Article Article, and subject to Section 5.6(b) or the Company's exercise of its rights as a secured party pursuant to Section 5.4(b(iii506(b), the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing the newly issued Common Shares, Shares registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for Common Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Share Purchase Datewith respect thereto, being hereinafter referred to as the "Purchase Contract Settlement Fund"), ) to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Unit Certificate to the Purchase Contract Agent on or after the Share Stock Purchase Date, together with settlement instructions the form of Settlement Instructions thereon duly completed and executed, the Holder of such Unit Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole Common Shares which such Holder is entitled to receive pursuant to the provisions of this Article V Five (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 509 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Unit Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions provided by form of Settlement Instructions appearing on the Holder to the Agentsurrendered Unit Certificate. If any Common Shares issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Unit Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Unit Certificate evidencing such Certificate Purchase Contract or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Common Shares. Unless a Termination Event shall have occurred on or prior to the Share Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Share Purchase Date, upon the Company's receipt of payment in full of the Purchase Price for the Common Shares purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.6(b) or the Company's exercise of its rights as a secured party pursuant to Section 5.4(b(iii), the Company shall issue and deposit with the Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing the newly issued Common Shares, registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for Common Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Share Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund"), to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Agent on or after the Share Purchase Date, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole Common Shares which such Holder is entitled to receive pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions provided by the Holder to the Agent. If any Common Shares issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of such Certificate or has established to the satisfaction of the Company that such tax either has been paid or is not payable.