Term of Warrants; Exercise of Warrants. Each Warrant entitles the Warrant Holder thereof to purchase one Share at a purchase price of $[ ] per Share (the "Exercise Price") at any time from the first anniversary of the Effective Date (except as otherwise set forth herein) until 5:00 p.m., Boston time (the "Close of Business"), on the day immediately preceding the fifth anniversary of the Effective Date (the "Expiration Date"). The Exercise Price and the number of Shares issuable upon exercise of each Warrant are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 of this Agreement. Subject to the provisions of this Agreement, each Warrant Holder shall have the right, which may be exercised as set forth in such Warrant, to purchase from the Company (and the Company shall issue and sell to such Warrant Holder) the number of fully paid and nonassessable Shares specified in such Warrant Holder's Warrant, upon surrender to the Company, or its duly authorized agent, of such Warrant, with an election to purchase attached thereto in the form of Exhibit B to this Agreement, duly completed and signed, with (if requested by the Company within two business days of surrender of the Warrant with the election to purchase) signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD, and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Warrant is then exercised. Notwithstanding the method of exercise set forth in any Warrant
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Term of Warrants; Exercise of Warrants. (a) Each Warrant entitles the Warrant Holder thereof to purchase one Share share of Common Stock during the time period and subject to the conditions set forth in the respective Warrant Certificates at a purchase an exercise price of $[ ] ?.00 per Share share, subject to adjustment in accordance with Section 12 hereof (the "Exercise Price") at any time from the first anniversary of the Effective Date (except as otherwise set forth herein) until 5:00 p.m., Boston time (the "Close of Business"), . Each Warrant terminates on the day immediately preceding the fifth anniversary of the Effective Date date on which such Warrant becomes exercisable in accordance with its terms (the "Expiration Date"). .
(b) The Exercise Price and the number of Shares shares issuable upon exercise of each Warrant Warrants are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 12 of this Warrant Agreement. Subject to the provisions of this Warrant Agreement, each Warrant Holder shall have the right, which may be exercised as set forth expressed in such WarrantWarrants, to purchase from the Company (and the Company shall issue and sell to such Warrant Holder) the number of fully paid and nonassessable Shares shares of Common Stocks specified in such Warrant Holder's WarrantWarrants, upon surrender to the Company, or its duly authorized agent, authorize agent of such WarrantWarrants, with an election to the purchase attached thereto form on the reverse thereof duly filled in the form of Exhibit B to this Agreement, duly completed and signed, with (if requested by the Company within two business days of surrender of the Warrant with the election to purchase) signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD, signed and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Warrant is then exercised. Notwithstanding the method of exercise set forth in any Warrantas
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Term of Warrants; Exercise of Warrants. Each Warrant entitles the Warrant Holder thereof to purchase one Share at a purchase price of $[ ] 7.80 per Share (the "Exercise Price") at any time from the first anniversary of the Effective Date (except as otherwise set forth herein) until 5:00 p.m., Boston time (the "Close of Business"), on the day immediately preceding the fifth anniversary of the Effective Date (the "Expiration Date"). The Exercise Price and the number of Shares issuable upon exercise of each Warrant are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 of this Agreement. Subject to the provisions of this Agreement, each Warrant Holder shall have the right, which may be exercised as set forth in such Warrant, to purchase from the Company (and the Company shall issue and sell to such Warrant Holder) the number of fully paid and nonassessable Shares specified in such Warrant Holder's Warrant, upon surrender to the Company, or its duly authorized agent, of such Warrant, with an election to purchase attached thereto in the form of Exhibit EXHIBIT B to this Agreement, duly completed and signed, with (if requested by the Company within two business days of surrender of the Warrant with the election to purchase) signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD, and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Warrant is then exercised. Notwithstanding the method of exercise set forth in any Warrant (or anything to the contrary herein), in the event that the Warrant Holder thereof has not exercised such Warrant prior to the Close of Business on the Expiration Date and the current market price per share of Common Stock at the Close of Business on the Expiration Date (as determined substantially in accordance with Section 8(d), but using the closing prices or quotations, as the case may be, on such Expiration Date rather than a 30-day average) is greater than the Exercise Price, then the Warrant Holder thereof shall be deemed to have exercised such Warrant in full immediately prior to the Close of Business on the Expiration Date (an "Automatic Exercise"). Payment of the Exercise Price may be made in cash or by check payable to the order of the Company in the amount obtained by multiplying the number of Shares for which such Warrant is then being exercised by the Exercise Price then in effect (such amount, the "Exercise Payment"), except that the Warrant Holder may, at its option, elect to pay the Exercise Payment by delivering to the Company the number of shares of Common Stock determined by dividing the Exercise Payment by the current market price (as defined in paragraph (d) of Section 8) of a share of Common Stock on the date of exercise or by canceling a portion of such Warrant that is equal to the number of shares determined by dividing the Exercise Payment by the current market price (as defined in paragraph (d) of Section 8) of a share of Common Stock as of the date of exercise. In the event of an Automatic Exercise of any Warrant, the Warrant Holder thereof shall be deemed to have chosen to cancel the portion of its Warrant that is equal to the number of shares determined by dividing the Exercise Payment by the current market price (as defined in paragraph (d) of Section 8) of a share of Common Stock as of the Close of Business on the Expiration Date. Except as set forth in Section 8, no adjustment shall be made for any dividends on any Shares issuable upon exercise of a Warrant. Upon each surrender of Warrants and payment of the Exercise Payment as aforesaid, or upon the occurrence of an Automatic Exercise, the Company shall issue and cause to be delivered with all reasonable dispatch (but in any event within three (3) business days) to or upon the written order of the Warrant Holder and (subject to receipt of evidence of compliance with the Act and applicable state securities laws in accordance with the provisions of Section 10 of this Agreement) in such name or names as such Warrant Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrant, together with cash, as provided in Section 9 of this Agreement, in respect of any fractional Shares otherwise issuable upon such surrender. 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 Shares, as of the date of the surrender of such Warrant and payment of the Exercise Payment as aforesaid, or as of the date of the Automatic Exercise; PROVIDED, HOWEVER, that if, at the date of surrender of such Warrant and payment of such Exercise Payment, the transfer books for the Common Stock or other class of stock purchasable upon the exercise of such Warrant shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Expiration Date), and until such date the Company shall be under no duty to deliver any certificate for such Shares; PROVIDED FURTHER, HOWEVER, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than four (4) days. The rights of purchase represented by a Warrant shall be exercisable, at the election of the Warrant Holder thereof, either in full or from time to time in part and, in the event that any Warrant is exercised in respect of fewer than all of the Shares purchasable on such exercise at any time prior to the Expiration Date, a new Warrant or new Warrants will be issued for the remaining number of Shares specified in the Warrant or Warrants so surrendered.
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Term of Warrants; Exercise of Warrants. Each Warrant entitles the Warrant Holder thereof to purchase one Share at a purchase price of $[ ] per Share (the "Exercise Price") at any time from the first anniversary of the Effective Date (except as otherwise set forth herein) until 5:00 p.m., Boston time (the "Close of Business"), on the day immediately preceding the fifth anniversary of the Effective Date (the "Expiration Date"). The Exercise Price and the number of Shares issuable upon exercise of each Warrant are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 of this Agreement. Subject to the provisions of this Agreement, each Warrant Holder shall have the right, which may be exercised as set forth in such Warrant, to purchase from the Company (and the Company shall issue and sell to such Warrant Holder) the number of fully paid and nonassessable Shares specified in such Warrant Holder's Warrant, upon surrender to the Company, or its duly authorized agent, of such Warrant, with an election to purchase attached thereto in the form of Exhibit B to this Agreement, duly completed and signed, with (if requested by the Company within two business days of surrender of the Warrant with the election to purchase) signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD, and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Warrant is then exercised. Notwithstanding the method of exercise set forth in any Warrant (or anything to the contrary herein), in the event that the Warrant Holder thereof has not exercised such Warrant prior to the Close of Business on the Expiration Date and the current market price per share of Common Stock at the Close of Business on the Expiration Date (as determined substantially in accordance with Section 8(d), but using the closing prices or quotations, as the case may be, on such Expiration Date rather than a 30-day average) is greater than the Exercise Price, then the Warrant Holder thereof shall be deemed to have exercised such Warrant in full immediately prior to the Close of Business on the Expiration Date (an "Automatic Exercise"). Payment of the Exercise Price may be made in cash or by check payable to the order of the Company in the amount obtained by multiplying the number of Shares for which such Warrant is then being exercised by the Exercise Price then in effect (such amount, the "Exercise Payment"), except that the Warrant Holder may, at its option, elect to pay the Exercise Payment by delivering to the Company the number of shares of Common Stock determined by dividing the Exercise Payment by the current market price (as defined in paragraph (d) of Section 8) of a share of Common Stock on the date of exercise or by canceling a portion of such Warrant that is equal to the number of shares determined by dividing the Exercise Payment by the current market price (as defined in paragraph (d) of Section 8) of a share of Common Stock as of the date of exercise. In the event of an Automatic Exercise of any Warrant, the Warrant Holder thereof shall be deemed to have chosen to cancel the portion of its Warrant that is equal to the number of shares determined by dividing the Exercise Payment by the current market price (as defined in paragraph (d) of Section 8) of a share of Common Stock as of the Close of Business on the Expiration Date. Except as set forth in Section 8, no adjustment shall be made for any dividends on any Shares issuable upon exercise of a Warrant. Upon each surrender of Warrants and payment of the Exercise Payment as aforesaid, or upon the occurrence of an Automatic Exercise, the Company shall issue and cause to be delivered with all reasonable dispatch (but in any event within three (3) business days) to or upon the written order of the Warrant Holder and (subject to receipt of evidence of compliance with the Act and applicable state securities laws in accordance with the provisions of Section 10 of this Agreement) in such name or names as such Warrant Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrant, together with cash, as provided in Section 9 of this Agreement, in respect of any fractional Shares otherwise issuable upon such surrender. 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 Shares, as of the date of the surrender of such Warrant and payment of the Exercise Payment as aforesaid, or as of the date of the Automatic Exercise; provided, however, that if, at the date of surrender of such Warrant and payment of such Exercise Payment, the transfer books for the Common Stock or other class of stock purchasable upon the exercise of such Warrant shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Expiration Date), and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than four (4) days. The rights of purchase represented by a Warrant shall be exercisable, at the election of the Warrant Holder thereof, either in full or from time to time in part and, in the event that any Warrant is exercised in respect of fewer than all of the Shares purchasable on such exercise at any time prior to the Expiration Date, a new Warrant or new Warrants will be issued for the remaining number of Shares specified in the Warrant or Warrants so surrendered.
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Term of Warrants; Exercise of Warrants. Each Warrant entitles the -------------------------------------- Warrant Holder thereof to purchase one Share at a purchase price of $[ ] 9.00 per Share (the "Exercise Price") at any time from the first anniversary of the Effective Date (except as otherwise set forth herein) until 5:00 p.m., Boston time (the "Close of Business"), on the day immediately preceding the fifth anniversary of the Effective Date (the "Expiration Date"). The Exercise Price and the number of Shares issuable upon exercise of each Warrant are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 of this Agreement. Subject to the provisions of this Agreement, each Warrant Holder shall have the right, which may be exercised as set forth in such Warrant, to purchase from the Company (and the Company shall issue and sell to such Warrant Holder) the number of fully paid and nonassessable Shares specified in such Warrant Holder's Warrant, upon surrender to the Company, or its duly authorized agent, of such Warrant, with an election to purchase attached thereto in the form of Exhibit B to this Agreement, Agreement duly completed and signed, with (if --------- requested by the Company within two business days of surrender of the Warrant with the election to purchase) signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD, and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Warrant is then exercised. Notwithstanding the method of exercise set forth in any Warrant (or anything to the contrary herein), in the event that the Warrant Holder thereof has not exercised such Warrant prior to the Close of Business on the Expiration Date and the current market price per share of Common Stock at the Close of Business on the Expiration Date (as determined substantially in accordance with Section 8(d), but using the closing prices or quotations, as the case may be, on such Expiration Date rather than a 30-day average) is greater than the Exercise Price, then the Warrant Holder thereof shall be deemed to have exercised such Warrant in full immediately prior to the Close of Business on the Expiration Date (an "Automatic Exercise"). Payment of the Exercise Price may be made in cash or by check payable to the order of the Company in the amount obtained by multiplying the number of Shares for which such Warrant is then being exercised by the Exercise Price then in effect (such amount, the "Exercise Payment"), except that the Warrant Holder may, at its option, elect to pay the Exercise Payment by delivering to the Company the number of shares of Common Stock determined by dividing the Exercise Payment by the current market price (as defined in paragraph (d) of Section 8) of a share of Common Stock on the date of exercise or by cancelling a portion of such Warrant that is equal to the number of shares determined by dividing the Exercise Payment by the current market price (as defined in paragraph (d) of Section 8) of a share of Common Stock as of the date of exercise. In the event of an Automatic Exercise of any Warrant, the Warrant Holder thereof shall be deemed to have chosen to cancel the portion of its Warrant that is equal to the number of shares determined by dividing the Exercise Payment by the current market price (as defined in paragraph (d) of Section 8) of a share of Common Stock as of the Close of Business on the Expiration Date. Except as set forth in Section 8, no adjustment shall be made for any dividends on any Shares issuable upon exercise of a Warrant. Upon each surrender of Warrants and payment of the Exercise Payment as aforesaid, or upon the occurrence of an Automatic Exercise, the Company shall issue and cause to be delivered with all reasonable dispatch (but in any event within three (3) business days) to or upon the written order of the Warrant Holder and (subject to receipt of evidence of compliance with the Act and applicable state securities laws in accordance with the provisions of Section 10 of this Agreement) in such name or names as such Warrant Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrant, together with cash, as provided in Section 9 of this Agreement, in respect of any fractional Shares otherwise issuable upon such surrender. 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 Shares, as of the date of the surrender of such Warrant and payment of the Exercise Payment as aforesaid, or as of the date of the Automatic Exercise; provided, however, that if, at the date of surrender -------- ------- of such Warrant and payment of such Exercise Payment, the transfer books for the Common Stock or other class of stock purchasable upon the exercise of such Warrant shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Expiration Date), and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided further, however, that -------- ------- ------- the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than four (4) days. The rights of purchase represented by a Warrant shall be exercisable, at the election of the Warrant Holder thereof, either in full or from time to time in part and, in the event that any Warrant is exercised in respect of less than all of the Shares purchasable on such exercise at any time prior to the Expiration Date, a new Warrant or new Warrants will be issued for the remaining number of Shares specified in the Warrant or Warrants so surrendered.
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