Common use of Manner of Exercise; Payment Clause in Contracts

Manner of Exercise; Payment. All or any of the Warrants represented by a Global Warrant Certificate or in the form of Direct Registration Warrants may be exercised during the Exercise Period by the registered holder thereof during normal business hours on any Business Day, by delivering (A) written notice of such election (“Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent at the addresses set forth in Section 8 hereof no later than 5:00 p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice shall be (i) substantially in the form set forth in Exhibit A-2 in the case of Warrants represented by a Global Warrant Certificate and (ii) substantially in the form set forth in Exhibit A-3 in the case of Direct Registration Warrants; and (B) if such Warrants are represented by a Global Warrant Certificate, by no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the date that is three Business Days after a Warrant Exercise Notice is delivered, such Warrants to the Warrant Agent (by book-entry transfer through the facilities of the Depository). The documents referred to in clauses (A) and (B) of the immediately preceding sentence shall be accompanied by payment in full of the Exercise Price together with any applicable taxes and governmental charges for each Warrant being exercised as follows: (a) by bank wire transfer in immediately available funds to the order of the Warrant Agent; or (b) on a cashless basis, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the Fair Market Value (as defined below) less the Exercise Price by (y) the Fair Market Value (the “Cashless Exercise Ratio”).

Manner of Exercise; Payment. All or any whole number of the Warrants represented by a Global Warrant Certificate or in the form of Direct Registration Warrants may be exercised during the Exercise Period by the registered holder thereof during normal business hours on any day except Saturday, Sunday or any day which is a federal legal holiday in the United States (“Business Day”), by delivering (A) written notice of such election (“Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent at the addresses set forth in Section 8 hereof no later than 5:00 p.m., New York City time, on prior to the Expiration Date, which Warrant Exercise Notice shall be (i) substantially in the form set forth in Exhibit A-2 in the case of Warrants represented by a Global Warrant Certificate and (ii) substantially in the form set forth in Exhibit A-3 in the case of Direct Registration Warrants; and (B) if such Warrants are represented by a Global Warrant Certificate, by no later than 5:00 p.m., New York City time, on the second Business Day immediately prior to the date that is three Business Days after a Warrant Exercise Notice is delivered, such Warrants to the Warrant Agent (by book-entry transfer through the facilities of the Depository). The documents referred to in clauses (A) and (B) of the immediately preceding sentence shall be accompanied by payment in full of the Exercise Price together with any applicable taxes and governmental charges for each Warrant being exercised as follows: (a) by bank wire transfer in immediately available funds to the order of the Warrant Agent; or (b) on a cashless basis, by surrendering the Warrants to be exercised in exchange for that a number of shares of Common Stock equal to the quotient obtained by dividing (xi) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined below) less over the Exercise Price by (yii) the Fair Market Value (the “Cashless Exercise Ratio”); provided that if the foregoing calculation results in zero or a negative number, then no shares of Common Stock shall be issuable upon a cashless exercise.