Notice; Put Price. The Second Put Option may be exercised only by giving written notice to the Buyers stating the number of Covered Securities to be sold by each H&Q Party pursuant to the Second Put Option (the "Second Put Election Notice"). If the H&Q Parties elect to exercise the Second Put Option with respect to less than all of the Common Shares and Warrants that are subject to the Second Put Option, each Buyer will purchase its pro rata share of the reduced number of Covered Securities with respect to which the Second Put Option is exercised. The purchase price per share of Common Stock will equal the greater of (i) $2.05 and (ii) the lesser of 90% of (A) the Volume Weighted Average Price for the twenty trading days immediately preceding March 29, 2003 and (B) $4.50 (the "Second Put Common Stock Price"). The purchase price per Warrant will equal the Second Put Common Stock Price per share of Common Stock under the Warrant minus the per share exercise price of the Warrant.
Notice; Put Price. The First Put Option may be exercised only by giving written notice to the Buyers stating the number of Covered Securities to be sold by each H&Q Party pursuant to the First Put Option (the "First Put Election Notice"). If the H&Q Parties elect to exercise the First Put Option with respect to less than all of the Covered Securities that are subject to the First Put Option, each Buyer will purchase its pro rata share of the reduced number of Covered Securities with respect to which the First Put Option is exercised. The purchase price per share of Common Stock will equal the greater of (i) $2.05 and (ii) the lesser of 90% of (A) the Volume Weighted Average Price (as defined below) for the twenty trading days immediately preceding December 29, 2003 and (B) $4.50 (the "First Put Common Stock Price"). "Volume Weighted Average Price" means during the relevant period, the quotient of (x) the aggregate sale price for all shares of Common Stock traded on the New York Stock Exchange, divided by (y) the aggregate number of shares of Common Stock traded on the New York Stock Exchange. The purchase price for each Warrant will equal the First Put Common Stock Price per share of Common Stock under the Warrant minus the per share exercise price of the Warrant.
