Issuance of Shares of New Common Stock. As soon as practicable after the exercise of any New Warrant and the clearance of the funds in payment of the New Warrant Price (if any), the Company shall issue to the registered holder of such New Warrant a certificate or certificates, or book entry position, for the number of shares of New Common Stock 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 New Warrant shall not have been exercised in full, a new countersigned New Warrant, or book entry position, for the number of shares as to which such New Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the New Warrant exercise. No New Warrant shall be exercisable for cash and the Company shall not be obligated to issue shares of New Common Stock upon exercise of a New Warrant unless the shares of New Common Stock issuable upon such New Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the New Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a New Warrant, the holder of such New Warrant shall not be entitled to exercise such New Warrant for cash and such New Warrant may have no value and expire worthless,. New 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.
Issuance of Shares of New Common Stock. At the Closing, immediately following the consummation of the Purchase and the Redemption, the Company shall issue to certain Persons, in consideration for their continued employment with the Company, such number of shares of New Common Stock (or options exercisable therefor), as is set forth on Schedule II hereto (the "New Issuance").
