Common use of Optional Cashless Exercise Clause in Contracts

Optional Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering the Warrant Shares that are the subject of the Notice of Exercise (the “Unavailable Warrant Shares”) is not available for the resale of such Unavailable Warrant Shares to the public, the registered holder may, in its sole discretion, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula: Net Number = [(A x B) - (A x C)] / B For purposes of the foregoing formula: A= the total number of shares with respect to which the Warrant is then being exercised. B= the arithmetic average of the Closing Sale Prices of the shares of Common Stock for the five (5) consecutive Trading Days ending on the date immediately preceding the date of the Notice of Exercise. C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.