Common use of Payment for the Shares Clause in Contracts

Payment for the Shares. This Warrant shall not entitle the Warrant Holder to any voting rights, registration rights, pre-emptive rights or rights as a stockholder of the Company. Any amendment to this Warrant shall be in writing executed by the Company and the Warrant Xxxxxx. In the event of any stock split, stock dividend, recapitalization or other reorganization by the Company, or issuance of any shares of Company stock to other persons (except as provided below), this Warrant shall apply with respect to the same number of shares of common stock of the Company into which the number of Shares covered by this Warrant would be converted or otherwise entitled if such shares were outstanding prior to such event, so that Warrant Holder shall be entitled to purchase the same percentage of the common stock of the Company as of the date hereof, and the exercise price per Share outstanding after such event shall be such that the aggregate purchase price for all of the shares then covered by this Warrant shall be the same as prior to such event. Notwithstanding the foregoing, the Company shall be permitted to (i) complete a transaction involving the exchange of up to 450,000 unrestricted shares of common stock for the same number of shares of restricted stock and for warrants for the same number of shares of restricted stock at a strike price of $1.25 per share, and (ii) any other sale by the Company of shares of common stock for a price of at least $3.00 per share (adjusted for dilution or splits) cash paid at conveyance (but not less than the reasonable value of such shares) in a bona fide arms' length sale. In the event the Company undertakes a registration of any shares in the Company, the Company shall include in such registration the Shares. This Warrant shall be governed by and construed in accordance with the laws of the State of California. Any controversy or claim arising under, out of or in connection with this Warrant, including without limitation claims arising under Federal and State securities laws and applicable common law, shall be settled by arbitration conducted in Los Angeles, California, in accordance with the commercial rules of the American Arbitration Association then in effect.

Payment for the Shares. Warrant Holder may exercise the Warrant in part or in whole from time to time. Notwithstanding the foregoing, the Company shall not be required to issue any Shares unless the Company has received satisfactory evidence that the representations of the Warrant Holder set forth in the Election to Purchase are true and correct at the time of such exercise, and has determined that the issuance of Shares does not violate any applicable securities or other law or regulation. This Warrant shall not entitle the Warrant Holder to any voting rights, registration rights, pre-emptive rights or rights as a stockholder of the Company, except as provided in the second paragraph following this paragraph. Any amendment to this Warrant shall be in writing executed by the Company and the Warrant XxxxxxHolder. In the event of any stock split, stock dividend, recapitalization or other reorganization by the Company, or issuance of any shares of Company stock to other persons (except as provided below)for a consideration less than the Warrant Price, this Warrant shall apply with respect to the same number of shares of common stock Common Stock of the Company into which the number of Shares covered by this Warrant would be converted or otherwise entitled if such shares were outstanding prior to such event, so that Warrant Holder shall be entitled to purchase the same percentage of the common stock Common Stock of the Company as of the date hereofCompany, and the exercise price per Share outstanding after such event shall be such that the aggregate purchase price for all of the shares then covered by this Warrant shall be the same as prior to such event. Notwithstanding For purposes of the foregoingforegoing adjustment, the Company shall be permitted to (i) complete a transaction involving the exchange of up to 450,000 unrestricted shares of common stock for the same number of shares of restricted stock and for warrants for the same number of shares of restricted stock at a strike price of $1.25 per share, and (ii) any other sale by the Company an issuance of shares of common stock for a price of at least $3.00 per share (adjusted for dilution or splits) cash paid at conveyance (but not less than the reasonable value Warrant Price shall be treated in the same manner as a stock dividend. If the Company merges with another company and the Company is not the surviving entity, then the Company agrees to cause (as a precondition of such sharesthe completion of the merger) in the surviving entity (the "Survivor") to issue Warrant Holder a bona fide arms' length salenew warrant for the number of shares of common stock of the Survivor equivalent to the number of shares of the Survivor for which the Shares would have been exchanged at the closing of the merger, with the price set forth above adjusted to equal One ($1.00) Dollar per share multiplied by the fraction equal to the number of Shares represented by this Warrant divided by the number of shares of common stock of the Survivor which would have been exchanged for the Shares at the closing of the merger. In the event the Company undertakes a registration of any shares share in the Company, the Company shall include in such registration the Shares, subject to customary cutbacks and other customary underwriters' requirements. This Warrant shall be governed by and construed in accordance with a the laws of the State of California. Any controversy or claim arising under, out of or in connection with this Warrant, including without limitation claims arising under Federal and State securities laws and applicable common law, shall be settled by 2 arbitration conducted in Los Angeles, California, in accordance with the commercial rules of the American Arbitration Association then in effect.

Payment for the Shares. Warrant Holder may exercise the Warrant in part or in whole from time to time. Notwithstanding the foregoing, the Company shall not be required to issue any Shares unless the Company has received satisfactory evidence that the representations of the Warrant Holder set forth in the Election to Purchase are true and correct at the time of such exercise, and has determined that the issuance of Shares does not violate any applicable securities or other law or regulation. This Warrant shall not entitle the Warrant Holder to any voting rights, registration rights, pre-emptive rights or rights as a stockholder of the Company, except as provided in the second paragraph following this paragraph. Any amendment to this Warrant shall be in writing executed by the Company and the Warrant XxxxxxHolder. In the event of any stock split, stock dividend, recapitalization or other reorganization by the Company, or issuance of any shares of Company stock to other persons (except as provided below)for a consideration less than the Warrant Price, this Warrant shall apply with respect to the same number of shares of common stock Common Stock of the Company into which the number of Shares covered by this Warrant would be converted or otherwise entitled if such shares were outstanding prior to such event, so that Warrant Holder shall be entitled to purchase the same percentage of the common stock Common Stock of the Company as of the date hereofCompany, and the exercise price per Share outstanding after such event shall be such that the aggregate purchase price for all of the shares then covered by this Warrant shall be the same as prior to such event. Notwithstanding For purposes of the foregoingforegoing adjustment, the Company shall be permitted to (i) complete a transaction involving the exchange of up to 450,000 unrestricted shares of common stock for the same number of shares of restricted stock and for warrants for the same number of shares of restricted stock at a strike price of $1.25 per share, and (ii) any other sale by the Company an issuance of shares of common stock for a price of at least $3.00 per share (adjusted for dilution or splits) cash paid at conveyance (but not less than the reasonable value Warrant Price shall be treated in the same manner as a stock dividend. If the Company merges with another company and the Company is not the surviving entity, then the Company agrees to cause (as a precondition of such sharesthe completion of the merger) in the surviving entity (the "Survivor") to issue Warrant Holder a bona fide arms' length salenew warrant for the number of shares of common stock of the Survivor equivalent to the number of shares of the Survivor for which the Shares would have been exchanged at the closing of the merger, with the price set forth above adjusted to equal One ($1.00) Dollar per share multiplied by the fraction equal to the number of Shares represented by this Warrant divided by the number of shares of common stock of the Survivor which would have been exchanged for the Shares at the closing of the merger. In the event the Company undertakes a registration of any shares share in the Company, the Company shall include in such registration the Shares, subject to customary cutbacks and other customary underwriters' requirements. This Warrant shall be governed by and construed in accordance with a the laws of the State of California. Any controversy or claim arising under, out of or in connection with this Warrant, including without limitation claims arising under Federal and State securities laws and applicable common law, shall be settled by arbitration conducted in Los Angeles, California, in accordance with the commercial rules of the American Arbitration Association then in effect.

Payment for the Shares. Warrant Holder may exercise the Warrant in part or in whole from time to time. Notwithstanding the foregoing, the Company shall not be required to issue any Shares unless the Company has received satisfactory evidence that the representations of the Warrant Holder set forth in the Election to Purchase are true and correct at the time of such exercise, and has determined that the issuance of Shares does not violate any applicable securities or other law or regulation. This Warrant shall not entitle the Warrant Holder to any voting rights, registration rights, pre-emptive rights or rights as a stockholder of the Company, except as provided in the second paragraph following this paragraph. Any amendment to this Warrant shall be in writing executed by the Company and the Warrant XxxxxxHolder. In the event of any stock split, stock dividend, recapitalization or other reorganization by the Company, or issuance of any shares of Company stock to other persons (except as provided below)for a consideration less than the Warrant Price, this Warrant shall apply with respect to the same number of shares of common stock Common Stock of the Company into which the number of Shares covered by this Warrant would be converted or otherwise entitled if such shares were outstanding prior to such event, so that Warrant Holder shall be entitled to purchase the same percentage of the common stock Common Stock of the Company as of the date hereofCompany, and the exercise price per Share outstanding after such event shall be such that the aggregate purchase price for all of the shares then covered by this Warrant shall be the same as prior to such event. Notwithstanding For purposes of the foregoingforegoing adjustment, the Company shall be permitted to (i) complete a transaction involving the exchange of up to 450,000 unrestricted shares of common stock for the same number of shares of restricted stock and for warrants for the same number of shares of restricted stock at a strike price of $1.25 per share, and (ii) any other sale by the Company an issuance of shares of common stock for a price of at least $3.00 per share (adjusted for dilution or splits) cash paid at conveyance (but not less than the reasonable value Warrant Price shall be treated in the same manner as a stock dividend. If the Company merges with another company and the Company is not the surviving entity, then the Company agrees to cause (as a precondition of such sharesthe completion of the merger) the surviving entity (the "Survivor") to issue Warrant Holder a new warrant for the number of shares of common stock of the Survivor equivalent to the number of shares of the Survivor for which the Shares would have been exchanged at the closing of the merger, with the price set forth in a bona fide arms' length sale(ii) above adjusted to equal One ($1.00) Dollar per share multiplied by the fraction equal to the number of Shares represented by this Warrant divided by the number of shares of common stock of the Survivor which would have been exchanged for the Shares at the closing of the merger. In the event the Company undertakes a registration of any shares share in the Company, the Company shall include in such registration the Shares, subject to customary cutbacks and other customary underwriters' requirements. This Warrant shall be governed by and construed in accordance with a the laws of the State of California. Any controversy or claim arising under, out of or in connection with this Warrant, including without limitation claims arising under Federal and State securities laws and applicable common law, shall be settled by arbitration conducted in Los Angeles, California, in accordance with the commercial rules of the American Arbitration Association then in effect.