Common use of Issuance of Warrant Shares Clause in Contracts

Issuance of Warrant Shares. Subject to Section 2.6, upon the surrender of Warrant Certificates and payment of the per share Exercise Price, as set forth in Section 3.5, the Company shall issue and cause the Warrant Agent or, if appointed, a transfer agent for the Common Stock (“Transfer Agent”) to countersign and deliver to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants or other securities or property to which it is entitled, registered or otherwise to the Person or Persons entitled to receive the same, together with cash as provided in Section 3.5 in respect of any fractional Warrant Shares otherwise issuable upon such exercise; provided, however, that if the Company is requested to issue Common Stock upon the exercise of a Warrant to any Person other than the Holder, then the Company shall be entitled to request, and the Holder will be obligated to provide, at the expense of the Holder, an opinion of counsel for the Holder, reasonably satisfactory to it, that the requested issuance will not violate applicable federal or state securities laws; and provided further that no Holder shall be entitled to exercise such Holder’s Warrants at any time unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the SEC, and no stop order suspending the effectiveness of such registration statement has been issued by the SEC or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Such certificate or certificates shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrant Certificates and payment of the per share Exercise Price.

Issuance of Warrant Shares. Subject to Section 2.62.5, upon the surrender of this Warrant Certificates and payment of the per share Exercise Price, Price in cash and/or in accordance with a Cashless Exercise as set forth in Section 3.52.3, the Company shall shall, as promptly as practicable, and in any event within three (3) Trading Days thereafter, issue and (or cause the Warrant Agent or, if appointed, a transfer agent for the Common Stock (“Transfer Agent”there to be issued) to countersign and deliver (or cause to be delivered) to or upon the written order of the Holder and in such name or names as the Holder may designatedesignate in the Warrant Exercise Notice provided pursuant to Section 2.3(a), a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants or other securities or property to which it is entitled, registered or otherwise to the Person or Persons entitled to receive the same, together with cash as provided in Section 3.5 2.5 in respect of any fractional Warrant Shares otherwise issuable upon such exercise; provided, however, that if the Company is requested to issue Common Stock upon the exercise of a Warrant to any Person other than the Holder, then the Company shall be entitled to request, and the Holder will be obligated to provide, at the expense of the Holder, an opinion of counsel for the Holder, reasonably satisfactory to it, that the requested issuance will not violate applicable federal or state securities laws; and provided further that no Holder shall be entitled to exercise such Holder’s Warrants at any time unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the SEC, and no stop order suspending the effectiveness of such registration statement has been issued by the SEC or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Such certificate or certificates shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the delivery of the Warrant Exercise Notice provided pursuant to Section 2.3(a), the surrender of such this Warrant Certificates and and, subject to Section 2.3(b), payment of the per share Exercise Price, notwithstanding that the stock transfer books of the Company may then be closed or such certificate or certificates may not be actually delivered on such date. If, prior to both (x) a Rights Plan Triggering Event and (y) a Distribution Date, this Warrant is exercised for Class A Common Stock, upon the exercise of this Warrant, the shares of Class A Common Stock issued in respect thereof shall be issued with the same Rights, if any, attached thereto as are attached to the then-outstanding shares of Class A Common Stock. If following the occurrence of a Distribution Date and prior to the expiration or redemption of the Rights (it being understood that a Rights Plan Exchange shall not be deemed to be an expiration or redemption of the Rights), this Warrant is exercised for Class A Common Stock, upon the exercise of this Warrant, the holders of such Class A Common Stock shall receive the number of Rights which would have been attached to such Class A Common Stock assuming the Distribution Date had not occurred prior to such exercise and, if the Company has previously completed a Rights Plan Exchange that would have applied to such Rights had they been outstanding at the time of such Rights Plan Exchange, the Company shall promptly effect the same exchange of the Rights received by such holders as was previously completed pursuant to such Rights Plan Exchange (it being understood that Section 3.5 shall not apply to such Rights Plan Exchange).

Issuance of Warrant Shares. Subject to Section 2.6, upon the surrender of Warrant Certificates and payment of the per share Exercise PriceArticle III, as set forth in Section 3.5soon as practicable after the Date of Exercise of any Warrant, the Warrant Agent on behalf of the Company shall issue and cause the Warrant Agent or, if appointed, a transfer agent for the Common Stock (“Transfer Agent”) to countersign and deliver be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants or other securities or property to which it is entitled, registered or otherwise to the Person or Persons entitled to receive the same, together with cash as provided in Section 3.5 in respect of any fractional Warrant. The Company covenants that all Warrant Shares otherwise issuable that shall be issued upon exercise of the Warrants shall, upon issuance in accordance with the terms of this Agreement, be duly authorized, validly issued, fully-registered, freely transferable without any restriction, other than restrictions applicable to Persons who may be deemed Affiliates of the Company, free of preemptive rights, fully paid and non-assessable and free from all liens and security interests thereon created by the Company. Each person in whose name any such exercisecertificate for Warrant Shares is issued shall for all purposes be deemed to have become the holder of record of the Warrant Shares represented by those certificates on the Date of Exercise of the Warrants resulting in the issuance of such shares, irrespective of the date of issuance or delivery of such certificate for Warrant Shares; provided, however, that if the Company is requested to issue Common Stock upon the exercise of a Warrant to any Person other than the Holder, then the Company shall be entitled to request, and the Holder will be obligated to provideif, at the expense of the Holder, an opinion of counsel for the Holder, reasonably satisfactory to it, that the requested issuance will not violate applicable federal or state securities laws; and provided further that no Holder shall be entitled to exercise such Holder’s Warrants at any time unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the SEC, and no stop order suspending the effectiveness of such registration statement has been issued by the SEC or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Such certificate or certificates shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrant Certificates Warrants and payment of the per share Exercise Warrant Price, the transfer books for the Warrant Shares or other class of stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the Warrant Shares or for shares of such other class of stock in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after the Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Warrant Shares or for shares of such other class of stock; provided, further, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than three (3) Business Days.

Issuance of Warrant Shares. Subject to Section 2.65, upon the surrender of the Warrant Certificates and payment of the per share Exercise PriceWarrant Price as aforesaid, as set forth in Section 3.5, the Company shall issue and cause the Warrant Agent or, if appointed, a transfer agent for the Common Stock (“Transfer Agent”) shall promptly cause to countersign be issued and deliver delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the Warrant Agreement exercise of such Warrants or other securities or property to which it is entitled, registered or otherwise to the Person or Persons entitled to receive the sameWarrant, together with cash cash, as provided in Section 3.5 12, in respect of any fractional Warrant Shares otherwise issuable upon such exercise; provided, however, that if the Company is requested to issue Common Stock upon the exercise of a Warrant to any Person other than the Holder, then the Company shall be entitled to request, and the Holder will be obligated to provide, at the expense of the Holder, an opinion of counsel for the Holder, reasonably satisfactory to it, that the requested issuance will not violate applicable federal or state securities laws; and provided further that no Holder shall be entitled to exercise such Holder’s Warrants at any time unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the SEC, and no stop order suspending the effectiveness of such registration statement has been issued by the SEC or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Actsurrender. Such certificate or certificates shall be deemed to have been issued and any Person person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrant Certificates Warrants and payment of the per share Exercise Warrant Price, as aforesaid. The rights of purchase represented by the Warrant shall be exercisable, at the election of the Holder thereof, either in full or from time to time in part and, in the event that a certificate evidencing the Warrant is exercised in respect of less than all of the Warrant Shares purchasable on such exercise at any time prior to the date of expiration of the Warrant, a new certificate evidencing the unexercised portion of the Warrant will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant certificate or certificates pursuant to the provisions of this Section 3 and Section 2.2, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant certificates duly executed on behalf of the Company for such purpose.

Issuance of Warrant Shares. Subject to Section 2.62.05, upon the surrender of Warrant Certificates and payment of the per share Exercise Price, as set forth in Section 3.53.04 above, the Company shall issue and cause the Warrant Agent or, if appointed, a transfer agent for the Common Stock (“Stock Transfer Agent”) to countersign and deliver to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants or other securities or property to which it is entitled, registered or otherwise otherwise, to the Person or Persons entitled to receive the samesame (including any depositary institution so designated by a Holder), together with cash as provided in Section 3.5 3.06 in respect of any fractional Warrant Shares otherwise issuable upon such exercise; provided, however, that if the Company is requested to issue Common Stock upon the exercise of a Warrant to any Person other than the Holder, then the Company shall be entitled to request, and the Holder will be obligated to provide, at the expense of the Holder, an opinion of counsel for the Holder, reasonably satisfactory to it, that the requested issuance will not violate applicable federal or state securities laws; and provided further that no Holder shall be entitled to exercise such Holder’s Warrants at any time unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the SEC, and no stop order suspending the effectiveness of such registration statement has been issued by the SEC or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Such certificate or certificates shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrant Certificates and payment Certificates, as aforesaid; provided, however, that if, at such date, the transfer books for the Warrant Shares shall be closed, the certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be issuable as of the per share Exercise Pricedate on which such books shall next be opened and until such date the Company shall be under no duty to deliver any certificates for such Warrant Shares; provided further, however, that such transfer books, unless otherwise required by law, shall not be closed at any one time for a period longer than five (5) calendar days. Notwithstanding the foregoing, the Company shall not be obligated to deliver any Warrant Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless (i) a registration statement under the Securities Act with respect to the Warrant Shares underlying the Warrant is then effective and a prospectus relating thereto is current, or (ii) the exercise of the Warrants is exempt from the registration requirements of the Securities Act. No Warrant shall be exercisable and the Company shall not be obligated to issue Warrant Shares upon exercise of a Warrant unless the Warrant Shares issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the Holder of the Warrant.

Issuance of Warrant Shares. Subject to Section 2.62.06, upon the surrender of Warrant Certificates and payment of the per share Exercise Price, as set forth in Section 3.53.04, the Company shall issue and cause the Warrant Agent or, if appointed, a transfer agent for the Common Stock (“the "Stock Transfer Agent”") to countersign and deliver to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants or other securities or property to which it is entitled, registered or otherwise otherwise, to the Person or Persons entitled to receive the samesame (including any depositary institution so designated by a Holder), together with cash as provided in Section 3.5 3.06 in respect of any fractional Warrant Shares otherwise issuable upon such exercise; provided, however, that if the Company is requested to issue Common Stock upon the exercise of a Warrant to any Person other than the Holder, then the Company shall be entitled to request, and the Holder will be obligated to provide, at the expense of the Holder, an opinion of counsel for the Holder, reasonably satisfactory to it, that the requested issuance will not violate applicable federal or state securities laws; and provided further that no Holder shall be entitled to exercise such Holder’s Warrants at any time unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the SEC, and no stop order suspending the effectiveness of such registration statement has been issued by the SEC or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Such certificate or certificates shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrant Certificates and payment of the per share Exercise Price, as aforesaid; provided, however, that if, at such date, the transfer books for the Warrant Shares shall be closed, the certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which 25 21 such books shall next be opened and until such date the Company shall be under no duty to deliver any certificates for such Warrant Shares; provided further, however, that such transfer books, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 calendar days.

Issuance of Warrant Shares. Subject to Section 2.63.2, upon Section 3.4, and Section 5, following the surrender of the Warrant Certificates with the form of election to purchase on the reverse thereof duly completed and signed, and provided that payment of the per share Exercise Price, as set forth in Section 3.5Warrant Price has been received, the Company shall issue and cause the Warrant Agent or, (or if appointed, a transfer agent for the Common Stock (“Transfer Agent”warrant agent) shall promptly cause to countersign be issued and deliver delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants or other securities or property to which it is entitled, registered or otherwise to the Person or Persons entitled to receive the sameWarrant, together with cash cash, as provided in Section 3.5 8, in respect of any fractional Warrant Shares otherwise issuable upon such exercise; provided, however, that if the Company is requested to issue Common Stock upon the exercise of a Warrant to any Person other than the Holder, then the Company shall be entitled to request, and the Holder will be obligated to provide, at the expense of the Holder, an opinion of counsel for the Holder, reasonably satisfactory to it, that the requested issuance will not violate applicable federal or state securities laws; and provided further that no Holder shall be entitled to exercise such Holder’s Warrants at any time unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the SEC, and no stop order suspending the effectiveness of such registration statement has been issued by the SEC or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Such Warrant Share certificate or certificates shall be deemed to have been issued and any Person person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date on which the Warrant with the form of election to purchase on the surrender of such Warrant Certificates reverse thereof duly completed and signed and payment of the per share Exercise Warrant Price, as aforesaid, shall have been received by the Company (or if appointed, to the warrant agent for the account of the Company), for such Warrant Shares. In the event that a certificate evidencing the Warrant is exercised in respect of less than all of the Warrant Shares purchasable on such exercise at any time prior to the tenth Business Day prior to the Expiration Date, a new certificate evidencing the unexercised portion of the Warrant will be issued, and the warrant agent (if so appointed) is hereby irrevocably authorized to countersign and to deliver the required new Warrant certificate or certificates. The Company, whenever required by the warrant agent (if appointed), will supply the warrant agent with Warrant certificates duly executed on behalf of the Company for such purpose.

Issuance of Warrant Shares. Subject to Section 2.62.06, upon the surrender of Warrant Certificates and payment of the per share Exercise PricePrice or election of a Cashless Exercise, as set forth in Section 3.53.04, the Warrant Agent shall requisition from the Company, and the Company shall issue and cause the Warrant Agent orand, if appointed, a cause the transfer agent for the Common Stock (“"Stock Transfer Agent”") to countersign and deliver to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants or other securities or property to which it is entitled, registered or otherwise otherwise, to the Person or Persons entitled to receive the samesame (including any depositary institution so designated by a Holder), together with cash as provided in Section 3.5 3.06 in respect of any fractional Warrant Shares otherwise issuable upon such exercise; provided, however, that if the Company is requested to issue Common Stock upon the exercise of a Warrant to any Person other than the Holder, then the Company shall be entitled to request, and the Holder will be obligated to provide, at the expense of the Holder, an opinion of counsel for the Holder, reasonably satisfactory to it, that the requested issuance will not violate applicable federal or state securities laws; and provided further that no Holder shall be entitled to exercise such Holder’s Warrants at any time unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the SEC, and no stop order suspending the effectiveness of such registration statement has been issued by the SEC or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Such certificate or certificates shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrant Certificates and payment of the per share Exercise PricePrice or election of a Cashless Exercise, as aforesaid; provided, however, that if, at such date, the transfer books for the Warrant Shares shall be closed, the certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened and until such date the Company shall be under no duty to deliver any certificates for such Warrant Shares; provided further, however, that such transfer books, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 calendar days.

Issuance of Warrant Shares. Subject to Section 2.6, upon Upon the surrender of Warrant Certificates and payment of the per share Exercise Price, as set forth in Section 3.53.4, the Company shall issue and cause the Warrant Agent or, if appointed, a transfer agent for the Common Stock (“Stock Transfer Agent”) to countersign and deliver to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of shares of Common Stock constituting full Warrant Shares so purchased upon the exercise of such Warrants or other securities or property to which it is entitled, registered or otherwise otherwise, to the Person or Persons entitled to receive the samesame (including any depositary institution so designated by a Holder), together with cash as provided in Section 3.5 3.6 in respect of any fractional Warrant Shares otherwise issuable upon such exercise; provided, however, that if the Company is requested to issue Common Stock upon the exercise of a Warrant to any Person other than the Holder, then the Company shall be entitled to request, and the Holder will be obligated to provide, at the expense of the Holder, an opinion of counsel for the Holder, reasonably satisfactory to it, that the requested issuance will not violate applicable federal or state securities laws; and provided further that no Holder shall be entitled to exercise such Holder’s Warrants at any time unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the SEC, and no stop order suspending the effectiveness of such registration statement has been issued by the SEC or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Such certificate or certificates shall be deemed to have been issued issued, and any Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrant Certificates and payment of the per share Exercise Price, as aforesaid; provided, however, that if, at such date, the transfer books for the Warrant Shares shall be closed, the certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened and until such date the Company shall be under no duty to deliver any certificates for such Warrant Shares; provided further, however, that such transfer books, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 calendar days.

Issuance of Warrant Shares. Subject to Section 2.62.05, upon the surrender of Warrant Certificates and payment of the per share Exercise Price, as set forth in Section 3.53.04, the Company shall issue and cause the Warrant Agent or, if appointed, a transfer agent for the Common Stock (“Stock Transfer Agent”) to countersign and deliver to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants or other securities or property to which it is entitled, registered or otherwise otherwise, to the Person or Persons entitled to receive the samesame (including any depositary institution so designated by a Holder), together with cash as provided in Section 3.5 3.06 in respect of any fractional Warrant Shares otherwise issuable upon such exercise; provided, however, that if the Company is requested to issue Common Stock upon the exercise of a Warrant to any Person other than the Holder, then the Company shall be entitled to request, and the Holder will be obligated to provide, at the expense of the Holder, an opinion of counsel for the Holder, reasonably satisfactory to it, that the requested issuance will not violate applicable federal or state securities laws; and provided further that no Holder shall be entitled to exercise such Holder’s Warrants at any time unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the SEC, and no stop order suspending the effectiveness of such registration statement has been issued by the SEC or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Such certificate or certificates shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrant Certificates and payment of the per share Exercise Price, as aforesaid; provided, however, that if, at such date, the transfer books for the Warrant Shares shall be closed, the certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened and until such date the Company shall be under no duty to deliver any certificates for such Warrant Shares; provided further, however, that such transfer books, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty calendar days.

Issuance of Warrant Shares. Subject to Section 2.62.4, upon the surrender of Warrant Certificates and payment of the per share Exercise Price, as set forth in Section 3.53.4, the Company shall issue and cause the Warrant Agent or, if appointed, a transfer agent for the Common Stock (“the "Transfer Agent”") to countersign and deliver to or upon the written order of the Holder and in such name or names as the Holder may designate, designate a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants or other securities or property to which it is entitled, registered or otherwise otherwise, to the Person or Persons entitled to receive the same, together with cash as provided in Section 3.5 3.6 in respect of any fractional Warrant Shares otherwise issuable upon such exercise; provided. If the Warrant Shares and any cash to be delivered in lieu of fractional Warrant Shares, howeveror other securities or property to which a Holder may be entitled, that if are to be delivered at such Holder's request to any Person other than such Holder, as a condition to such delivery (i) the Warrant Certificates so surrendered shall be properly endorsed or otherwise shall be in proper form for transfer and (ii) the Holder shall pay to the Company is requested any transfer or other taxes required by reason of the delivery of such Warrant Shares, cash, and/or other securities or property to issue Common Stock upon the exercise of a Warrant to any Person other than the Holder, then or shall establish to the satisfaction of the Company shall be entitled to request, and the Holder will be obligated to provide, at the expense of the Holder, an opinion of counsel for the Holder, reasonably satisfactory to it, that the requested issuance will any such taxes have been paid or are not violate applicable federal or state securities laws; and provided further that no Holder shall be entitled to exercise such Holder’s Warrants at any time unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the SEC, and no stop order suspending the effectiveness of such registration statement has been issued by the SEC or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Actapplicable. Such certificate or certificates shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrant Certificates and payment of the per share Exercise Price, as aforesaid; provided, however, that if, at such date, the transfer books for the Warrant Shares shall be closed, the certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened and until such date the Company shall be under no duty to deliver any certificates for such Warrant Shares; provided further, however, that such transfer books, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 calendar days. Each certificate representing Warrant Shares shall bear the Private Placement Legend except as otherwise provided in Section 2.3(b).

Issuance of Warrant Shares. Subject to Section 2.62.05, upon the surrender of Warrant Certificates and payment of the per share Exercise Price, as set forth in Section 3.53.04, the Company shall issue and cause the Warrant Agent or, if appointed, a transfer agent for the Common Stock (the “Stock Transfer Agent”) to countersign and deliver to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants or other securities or property to which it is entitled, registered or otherwise otherwise, to the Person or Persons entitled to receive the samesame (including any depositary institution so designated by a Holder), together with cash as provided in Section 3.5 3.06 in respect of any fractional Warrant Shares otherwise issuable upon such exercise; provided, however, that if the Company is requested to issue Common Stock upon the exercise of a Warrant to any Person other than the Holder, then the Company shall be entitled to request, and the Holder will be obligated to provide, at the expense of the Holder, an opinion of counsel for the Holder, reasonably satisfactory to it, that the requested issuance will not violate applicable federal or state securities laws; and provided further that no Holder shall be entitled to exercise such Holder’s Warrants at any time unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the SEC, and no stop order suspending the effectiveness of such registration statement has been issued by the SEC or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Such certificate or certificates shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrant Certificates and payment of the per share Exercise Price, as aforesaid; provided, however, that if, at such date, the transfer books for the Warrant Shares shall be closed, the certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened and until such date the Company shall be under no duty to deliver any certificates for such Warrant Shares; provided further, however, that such transfer books, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 calendar days.

Issuance of Warrant Shares. Subject to Section 2.6, upon Upon the surrender of Warrant Certificates and payment of the per share aggregate Exercise Price, as set forth in Section 3.53.05, the Company shall issue and cause the Warrant Agent or, if appointed, a transfer agent for the Common Stock (“"Stock Transfer Agent”") to countersign and deliver to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants or other securities or property to which it is entitled, registered or otherwise otherwise, to the Person or Persons entitled to receive the samesame (including any depositary institution so designated by a Holder), together with cash as provided in Section 3.5 3.07 in respect of any fractional Warrant Shares otherwise issuable upon such exercise; provided, however, that exercise (but only to the extent permitted by applicable law and the instruments and agreements governing the indebtedness of the Company and its subsidiaries at such time and if the Company payment of cash is requested to issue Common Stock upon the exercise of a Warrant to any Person other than the Holdernot so permitted, then the Company shall be entitled to request, and the Holder will be obligated to provide, at the expense of the Holder, issue Warrant Shares in an opinion of counsel for the Holder, reasonably satisfactory to it, that the requested issuance will not violate applicable federal or state securities laws; and provided further that no Holder shall be entitled to exercise such Holder’s Warrants at any time unless, at the time of exercise, (i) a registration statement under the Securities Act relating amount equal to the Warrant Shares has been filed with, and declared effective by, the SEC, and no stop order suspending the effectiveness of such registration statement has been issued by the SEC or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Actnext highest whole number). Such certificate or certificates shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrant Certificates and payment of the per share Exercise Price, as aforesaid; provided, however, that if, at such date, the transfer books for the Warrant Shares shall be closed, the certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened and until such date the Company shall be under no duty to deliver any certificates for such Warrant Shares; provided further, however, that such transfer books, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) calendar days and shall not be closed without ten (10) days prior written notice to the Holders.

Issuance of Warrant Shares. Subject to the provisions of Section 2.612 hereof, upon the such surrender of Warrant Certificates Warrants and payment of the per share Exercise Price, as set forth in Section 3.5, the Company shall issue and cause the Warrant Agent or, if appointed, a transfer agent for the Common Stock to be delivered (“Transfer Agent”or make other arrangements with similar effect) with all reasonable dispatch to countersign and deliver to or upon the written order of the Holder and in such name or names as the Holder Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased issuable upon the exercise of such Warrants or other securities or property to which it is entitled, registered or otherwise to the Person or Persons entitled to receive the same, together with cash as provided in Section 3.5 in respect of any fractional Warrant Shares otherwise issuable upon such exercise16 hereof; provided, however, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company is requested to issue as described in subsection (j) of Section 15 hereof, or a bona fide tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as reasonably practicable, but in any event not later than three business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of a Warrant to any Person other than such Warrants in the Holder, then the Company shall be entitled to request, and the Holder will be obligated to provide, at the expense of the Holder, an opinion of counsel for the Holder, reasonably satisfactory to it, that the requested issuance will not violate applicable federal or state securities laws; and manner described in this sentence together with cash as provided further that no Holder shall be entitled to exercise such Holder’s Warrants at any time unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the SEC, and no stop order suspending the effectiveness of such registration statement has been issued by the SEC or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Actin Section 16 hereof. Such certificate or certificates shall be deemed to have been issued and any Person person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrant Certificates Warrants and payment of the per share Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 11 and of Section 10 hereof, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. The Company shall make all necessary arrangements for the issuance of such Warrant Shares in the name of Cede & Co., or such other nominee as the Depositary may request, and all other customary arrangements applicable to the Common Stock of the Company with the Depositary and, if applicable, any securities exchange. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request.

Issuance of Warrant Shares. Subject to Section 2.6, upon the surrender of Warrant Certificates and form of election properly completed and executed and payment of the per share Exercise Price, as set forth in Section 3.53.4, the Company shall issue and cause the Warrant Agent or the Initial Warrant Agent, as applicable, or, if appointed, a transfer agent for the Common Stock (“"Transfer Agent”") to countersign and deliver to or upon the written order of the Holder and in such name or names as the Holder may designate, designate a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants or other securities or property to which it is entitled, registered or otherwise otherwise, to the Person or Persons entitled to receive the same, together with cash as provided in Section 3.5 3.6 in respect of any fractional Warrant Shares otherwise issuable upon such exercise; provided, however, that if the Company is requested to issue Common Stock upon the exercise of a Warrant to any Person other than the Holder, then the Company shall be entitled to request, and the Holder will be obligated to provide, at the expense of the Holder, an opinion of counsel for the Holder, reasonably satisfactory to it, that the requested issuance will not violate applicable federal or state securities laws; and provided further that no Holder shall be entitled to exercise such Holder’s Warrants at any time unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the SEC, and no stop order suspending the effectiveness of such registration statement has been issued by the SEC or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Such certificate or certificates shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrant Certificates Certificates, form of election and payment of the per share Exercise Price, as aforesaid; provided, however, that if, at such date, the transfer books for the Warrant Shares shall be closed, the certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened and until such date the Company shall be under no duty to deliver any certificates for such Warrant Shares; provided further, however, that such transfer books, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 calendar days.

Issuance of Warrant Shares. Subject to Section 2.62.05, upon the surrender of Warrant Certificates and payment of the per share Exercise Price, as set forth in Section 3.53.04, the Company shall issue and cause the Warrant Agent or, if appointed, a transfer agent for the Common Stock (“"Stock Transfer Agent”") to countersign and deliver to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants or other securities or property to which it is entitled, registered or otherwise otherwise, to the Person or Persons entitled to receive the samesame (including any depositary institution so designated by a Holder), together with cash as provided in Section 3.5 3.06 in respect of any fractional Warrant Shares otherwise issuable upon such exercise; provided, however, that if the Company is requested to issue Common Stock upon the exercise of a Warrant to any Person other than the Holder, then the Company shall be entitled to request, and the Holder will be obligated to provide, at the expense of the Holder, an opinion of counsel for the Holder, reasonably satisfactory to it, that the requested issuance will not violate applicable federal or state securities laws; and provided further that no Holder shall be entitled to exercise such Holder’s Warrants at any time unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the SEC, and no stop order suspending the effectiveness of such registration statement has been issued by the SEC or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Such certificate or certificates shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrant Certificates and payment of the per share Exercise Price, as aforesaid; provided, however, that if, at such date, the transfer books for the Warrant Shares shall be closed, the certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened and until such date the Company shall be under no duty to deliver any certificates for such Warrant Shares; provided further, however, that such transfer books, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty calendar days.

Issuance of Warrant Shares. Subject to Section 2.6, upon As soon as practicable after the surrender Date of Warrant Certificates and payment Exercise of the per share Exercise Price, as set forth in Section 3.5any Warrants, the Company shall issue and cause the Warrant Agent or, if appointed, a transfer agent for the Common Stock (“Transfer Agent”) to countersign and deliver to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon to which the exercise Holder of such exercised Warrants or other securities or property to which it is entitled, registered or otherwise in accordance with the instructions set forth in the election to purchase. All Warrant Shares shall be validly authorized and issued, fully paid and nonassessable, and free from all taxes, liens and charges created by the Person or Persons entitled to receive the same, together with cash as provided in Section 3.5 Company in respect of any fractional the issue thereof. Certificates representing such Warrant Shares otherwise issuable upon shall be delivered by the Warrant Agent in such exercisenames and denominations as are required for delivery to, or in accordance with the instructions of, the Holder of such exercised Warrants and the Warrant Agent shall deliver such certificate to such Holder. Each person in whose name any such certificate for Warrant Shares is issued shall for all purposes be deemed to have become the holder of record of the Warrant Shares represented thereby on the Date of Exercise of the Warrants resulting in the issuance of such Warrant Shares, irrespective of the date of issuance or delivery of such certificate for Warrant Shares; provided, however, that if the Company is requested to issue Common Stock upon the exercise of a Warrant to any Person other than the Holder, then the Company shall be entitled to request, and the Holder will be obligated to provideif, at the expense of the Holder, an opinion of counsel for the Holder, reasonably satisfactory to it, that the requested issuance will not violate applicable federal or state securities laws; and provided further that no Holder shall be entitled to exercise such Holder’s Warrants at any time unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the SEC, and no stop order suspending the effectiveness of such registration statement has been issued by the SEC or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Such certificate or certificates shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrant Certificates Warrants and payment of the per share Exercise Price, the transfer books for the Warrant Shares or other class of securities issuable upon the exercise of the Warrants shall be closed, the certificates for the Warrant Shares or of such other class of securities shall be issuable as of the date on which such books shall next be opened (whether before or after the Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Warrant Shares or for such other class of securities.

Issuance of Warrant Shares. Subject to Section 2.65, upon the surrender of the Warrant Certificates and payment of the per share Exercise PriceWarrant Price as aforesaid, as set forth in Section 3.5, the Company shall issue and cause the Warrant Agent or, if appointed, a transfer agent for the Common Stock (“Transfer Agent”) shall promptly cause to countersign be issued and deliver delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants or other securities or property to which it is entitled, registered or otherwise to the Person or Persons entitled to receive the sameWarrant, together with cash cash, as provided in Section 3.5 12, in respect of any fractional Warrant Shares otherwise issuable upon such exercise; provided, however, that if the Company is requested to issue Common Stock upon the exercise of a Warrant to any Person other than the Holder, then the Company shall be entitled to request, and the Holder will be obligated to provide, at the expense of the Holder, an opinion of counsel for the Holder, reasonably satisfactory to it, that the requested issuance will not violate applicable federal or state securities laws; and provided further that no Holder shall be entitled to exercise such Holder’s Warrants at any time unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the SEC, and no stop order suspending the effectiveness of such registration statement has been issued by the SEC or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Actsurrender. Such certificate or certificates shall be deemed to have been issued and any Person person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrant Certificates Warrants and payment of the per share Exercise Warrant Price, as aforesaid. The rights of purchase represented by the Warrant shall be exercisable, at the election of the Holder thereof, either in full or from time to time in part and, in the event that a certificate evidencing the Warrant is exercised in respect of less than all of the Warrant Shares purchasable on such exercise at any time prior to the date of expiration of the Warrant, a new certificate evidencing the unexercised portion of the Warrant will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant certificate or certificates pursuant to the provisions of this Section 3 and Section 2.2, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant certificates duly executed on behalf of the Company for such purpose.

Issuance of Warrant Shares. Subject to Section 2.62.05, upon the surrender of Warrant Certificates and payment of the per share Exercise Price, as set forth in Section 3.53.04, the Company shall issue and cause the Warrant Agent or, if appointed, a transfer agent for the Common Stock (“Stock Transfer Agent”) to countersign and deliver to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants or other securities or property to which it is entitled, registered or otherwise otherwise, to the Person or Persons entitled to receive the samesame (including any depositary institution so designated by a Holder), together with cash as provided in Section 3.5 3.06 in respect of any fractional Warrant Shares otherwise issuable upon such exercise; provided, however, that if the Company is requested to issue Common Stock upon the exercise of a Warrant to any Person other than the Holder, then the Company shall be entitled to request, and the Holder will be obligated to provide, at the expense of the Holder, an opinion of counsel for the Holder, reasonably satisfactory to it, that the requested issuance will not violate applicable federal or state securities laws; and provided further that no Holder shall be entitled to exercise such Holder’s Warrants at any time unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the SEC, and no stop order suspending the effectiveness of such registration statement has been issued by the SEC or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Such certificate or certificates shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrant Certificates and payment of the per share Exercise Price, as aforesaid; provided, however, that if, at such date, the transfer books for the Warrant Shares shall be closed, the certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened and until such date the Company shall be under no duty to deliver any certificates for such Warrant Shares; provided further, however, that such transfer books, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 calendar days.