Common use of Term of Warrants; Exercise of Warrants Clause in Contracts

Term of Warrants; Exercise of Warrants. (a) Each Warrant entitles the registered owner thereof to purchase one share of Common Stock at any time from 10:00 a.m., Pacific time, on December ___, 1998 (the "Initiation Date") until 6:00 p.m., Pacific time, on December ___, 2002 (the "Expiration Date") at a purchase price of [$_____], subject to adjustment (the "Warrant Price"). Notwithstanding the foregoing, if at 6:00 p.m., Pacific time on the Expiration Date, any Holder or Holders of the Warrants have not exercised their Warrants and the Closing Price (as defined below) for the Common Stock on the Expiration Date is greater than the Warrant Price, then each such unexercised Warrant shall be automatically converted into a number of shares of Common Stock of the Company equal to: (A) the number of shares of Common Stock then issuable upon exercise of a Warrant multiplied by (B) a fraction (1) the numerator of which is the difference between the Closing Price for the Common Stock on the Expiration Date and the Warrant Price and (2) the denominator of which is the Closing Price for the Warrant Stock on the Expiration Date. (b) Upon written request of any Holder, and in lieu of payment for the Warrant Shares by check in accordance with Section 5.1(a) hereof, any Holder may exercise the Warrants (or any portion thereof held by such Holder) for and receive the number of Warrant Shares equal to a fraction, the numerator of which equals (i) the difference between the Warrant Price per share and the average of the Closing Price of the Common Stock for the ten (10) trading days preceding the date of exercise (the "Current Market Price"), multiplied by (ii) the number of Warrant Shares to be purchased; the denominator of which equals the Current Market Price. This provision shall apply solely in the event a public trading market exists with respect to the Common Stock. The rights granted to each Holder in this Section 5(b) are exercisable at any time after the Initiation Date and up to the Expiration Date at the sole election of each Holder. The provisions of Section 5.1(a) will apply as of the Expiration Date. 5.2 The Warrant Price and the number of Warrant Shares issuable upon exercise of Warrants are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 11 of this Agreement. Subject to the provisions of this Agreement, each Holder of Warrants shall have the right, which may be exercised as expressed in such Warrants, to purchase from the Company (and the Company shall issue and sell to such Holder of Warrants) the number of fully paid and nonassessable Warrant Shares specified in such Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the Company of the Warrant Price, as adjusted in accordance with the provisions of Section 11 of this Agreement, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of such Warrant Price shall be made in cash or by certified or official bank check, or a combination thereof. No adjustment shall be made for any dividends on any Warrant Shares of stock issuable upon exercise of a Warrant. 5.3 Upon such surrender of Warrants, and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder of such Warrants and in such name or names as such registered Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 12 of this Agreement, in respect of any fraction of a share otherwise issuable upon such surrender and, if the number of Warrants represented by a Warrant Certificate shall not be exercised in full, a new Warrant Certificate, executed by the Company for the balance of the number of whole Warrant Shares represented by the Warrant Certificate. 5.4 If permitted by applicable law, 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 Warrants and payment of the Warrant Price as aforesaid. The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered Holders thereof, either as an entirety or from time to time for only part of the shares specified therein.

Term of Warrants; Exercise of Warrants. (a) 5.1 Each Warrant entitles the registered owner thereof to purchase one share of Common Stock at any time from 10:00 a.m., Pacific time, on December __________, 1998 2000 (the "Initiation Date") until 6:00 p.m., Pacific time, on December __________, 2002 2004 (the "Expiration Date") at a purchase price of [$_____], _____ subject to adjustment as provided herein (the "Warrant Price"). Notwithstanding the foregoing, if at 6:00 p.m., Pacific time on the Expiration Date, any Holder or Holders of the Warrants have not exercised their Warrants and the Closing Price (as defined in Section 11.1(c) below) for the Common Stock on the Expiration Date is greater than the Warrant Price, then each such unexercised Warrant shall be automatically converted into a number of shares of Common Stock of the Company equal to: (A) the number of shares of Common Stock then issuable upon exercise of a Warrant multiplied by (B) a fraction (1) the numerator of which is the difference between the Closing Price for the Common Stock on the Expiration Date and the Warrant Price and (2) the denominator of which is the Closing Price for the Warrant Common Stock on the Expiration Date. (b) Upon written request of any Holder, and in lieu of payment for the Warrant Shares by check in accordance with Section 5.1(a) hereof, any Holder may exercise the Warrants (or any portion thereof held by such Holder) for and receive the number of Warrant Shares equal to a fraction, the numerator of which equals (i) the difference between the Warrant Price per share and the average of the Closing Price of the Common Stock for the ten (10) trading days preceding the date of exercise (the "Current Market Price"), multiplied by (ii) the number of Warrant Shares to be purchased; the denominator of which equals the Current Market Price. This provision shall apply solely in the event a public trading market exists with respect to the Common Stock. The rights granted to each Holder in this Section 5(b) are exercisable at any time after the Initiation Date and up to the Expiration Date at the sole election of each Holder. The provisions of Section 5.1(a) will apply as of the Expiration Date. 5.2 The Warrant Price and the number of Warrant Shares issuable upon exercise of Warrants each Warrant are subject to adjustment upon the occurrence of certain events, events pursuant to the provisions of Section 11 of this Agreement. Subject to the provisions of this Agreement, each Holder of Warrants shall have the right, which may be exercised as expressed in such Warrantsthe Warrant Certificate, to purchase from the Company (and the Company shall issue and sell to such Holder of Warrants) the number of fully paid and nonassessable Warrant Shares specified in such WarrantsWarrant Certificate, upon surrender to the Company, or its duly authorized agent, of such WarrantsWarrant Certificate, with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the Company of the Warrant Price, as adjusted in accordance with the provisions of Section 11 of this Agreement, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of such Warrant Price shall be made in cash cash, by wire transfer or by certified or official bank check, or a any combination thereof. No adjustment shall be made for any dividends on any Warrant Shares of stock issuable upon exercise of a Warrant. 5.3 Upon such surrender of Warrants, and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder of such Warrants and in such name or names as such registered Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 12 of this Agreement, in respect of any fraction of a share otherwise issuable upon such surrender and, if the number of Warrants represented by a Warrant Certificate certificate shall not be exercised in full, a new Warrant Certificatecertificate, executed by the Company for the balance of the number of whole Warrant Shares represented by the Warrant CertificateShares. 5.4 If permitted In addition to the method of payment set forth above in this Section 5 and in lieu of any cash payment required thereunder, the Holder(s) of the Warrants shall have the right to exercise the Warrants in full or in part by applicable lawsurrendering the Warrant certificate in the manner specified in Section 5.2 in exchange for the number of Warrant Shares equal to the product of (x) the number of Warrant Shares as to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Closing Price less the Warrant Price and the denominator of which is such certificate or certificates Closing Price. Solely for the purposes of any computation under this Section 5.4, the Closing Price on any date shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder the average of record of such shares as of the daily closing prices for the 20 consecutive trading days before the date of such computation. The "Closing Price" for each day shall be the surrender of last reported sales price regular way or, in case no such Warrants and payment reported sale takes place on such day, the average of the Warrant Price closing bid and asked prices regular way for such day, in each case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if not listed or admitted to trading on such an exchange, the average of the closing bid and asked prices in the over-the-counter market, as aforesaid. The rights of purchase represented reported by the Warrants shall be exercisableNasdaq National Market or Nasdaq SmallCap System, at as reported by the election National Association of Securities Dealers' Automated Quotation System, or, if not so reported, the average of the registered Holders thereofclosing bid and asked prices as furnished by two members of the national Association of Securities Dealers, either as an entirety or Inc. selected from time to time for only part by the Board of Directors of the shares specified thereinCompany for that purpose, or, if no such prices are furnished, the fair market value of a share of Common Stock as determined by the Board of Directors of the Company.

Term of Warrants; Exercise of Warrants. (a) 5.1 Each Warrant entitles the registered owner thereof to purchase one share of Common Stock at any time from 10:00 a.m., Pacific time, on December ___, 1998 [one year after the effective date] (the "Initiation Date") until 6:00 p.m., Pacific time, on December ___, 2002 [five years after the effective date] (the "Expiration Date") at a purchase price of $ [$_____], 120% of the initial public offering price] subject to adjustment (the "Warrant Price"). Notwithstanding the foregoing, if at 6:00 p.m., Pacific time on the Expiration Date, any Holder or Holders of the Warrants have not exercised their Warrants and the Closing Price (as defined below) for the Common Stock on the Expiration Date is greater than the Warrant Price, then each such unexercised Warrant shall be automatically converted into a number of shares of Common Stock of the Company equal to: (A) the number of shares of Common Stock then issuable upon exercise of a Warrant multiplied by (B) a fraction (1) the numerator of which is the difference between the Closing Price for the Common Stock on the Expiration Date and the Warrant Price and (2) the denominator of which is the Closing Price for the Warrant Common Stock on the Expiration Date. (b) Upon written request of any Holder, and in lieu of payment for the Warrant Shares by check in accordance with Section 5.1(a) hereof, any Holder may exercise the Warrants (or any portion thereof held by such Holder) for and receive the number of Warrant Shares equal to a fraction, the numerator of which equals (i) the difference between the Warrant Price per share and the average of the Closing Price of the Common Stock for the ten (10) trading days preceding the date of exercise (the "Current Market Price"), multiplied by (ii) the number of Warrant Shares to be purchased; the denominator of which equals the Current Market Price. This provision shall apply solely in the event a public trading market exists with respect to the Common Stock. The rights granted to each Holder in this Section 5(b) are exercisable at any time after the Initiation Date and up to the Expiration Date at the sole election of each Holder. The provisions of Section 5.1(a) will apply as of the Expiration Date. 5.2 The Warrant Price and the number of Warrant Shares issuable upon exercise of Warrants each Warrant are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 11 of this Agreement. Subject to the provisions of this Agreement, each Holder of Warrants shall have the right, which may be exercised as expressed in such Warrantsthe Warrant Certificate, to purchase from the Company (and the Company shall issue and sell to such Holder of Warrants) the number of fully paid and nonassessable Warrant Shares specified in such WarrantsWarrant Certificate, upon surrender to the Company, or its duly authorized agent, of such WarrantsWarrant Certificate, with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the Company of the Warrant Price, as adjusted in accordance with the provisions of Section 11 of this Agreement, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of such Warrant Price shall be made in cash cash, by wire transfer or by certified or official bank check, or a any combination thereof. No adjustment shall be made for any dividends on any Warrant Shares of stock issuable upon exercise of a Warrant. 5.3 Upon such surrender of Warrants, and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder of such Warrants and in such name or names as such registered Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 12 of this Agreement, in respect of any fraction of a share otherwise issuable upon such surrender and, if the number of Warrants represented by a Warrant Certificate certificate shall not be exercised in full, a new Warrant Certificatecertificate, executed by the Company for the balance of the number of whole Warrant Shares represented by the Warrant CertificateShares. 5.4 If permitted by applicable law, 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 Warrants and payment of the Warrant Price as aforesaid. The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered Holders thereof, either as an entirety or from time to time for only part of the shares specified therein.

Term of Warrants; Exercise of Warrants. (a) Each Warrant entitles the registered owner thereof to purchase one share of Common Stock at any time from 10:00 a.m., Pacific Mountain time, on December June ___, 1998 1999 (the "Initiation Date") until 6:00 p.m., Pacific Mountain time, on December ___, 2002 2003 (the "Expiration Date") at a purchase price of [$_____], subject to adjustment (the "Warrant Price"). Payment may be in cash, wire transfer or by check payable to the order of the Company. Notwithstanding the foregoing, if at 6:00 p.m., Pacific Mountain time on the Expiration Date, any Holder or Holders of the Warrants have not exercised their Warrants and the Closing Price (as defined below) for the Common Stock on the Expiration Date is greater than the Warrant Price, then each such unexercised Warrant shall be automatically converted into a number of shares of Common Stock of the Company equal to: (A) the number of shares of Common Stock then issuable upon exercise of a Warrant multiplied by (B) a fraction (1) the numerator of which is the difference between the Closing Price for the Common Stock on the Expiration Date and the Warrant Price and (2) the denominator of which is the Closing Price for the Warrant Common Stock on the Expiration Date. (b) Upon written request of any Holder, and in lieu of payment for of the Warrant Shares by check in accordance with Section 5.1(a) hereofPrice, any Holder may exercise the Warrants (or any portion thereof held by such Holder) for and receive the number of Warrant Shares equal to a fraction, the numerator of which equals (i) the difference between the Warrant Price per share and the average of the Closing Price of the Common Stock for the ten (10) trading days preceding the date of exercise (the "Current Market Price"), multiplied by (ii) the number of Warrant Shares to be purchased; and the denominator of which equals the Current Market Price. This provision shall apply solely in the event a public trading market exists with respect to the Common Stock. The rights granted to each Holder in this Section 5(b5.1(b) are exercisable at any time after the Initiation Date and up to the Expiration Date at the sole election of each Holder. The provisions of Section 5.1(a) will apply as of the Expiration Date. 5.2 The Warrant Price and the number of Warrant Shares issuable upon exercise of Warrants are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 11 of this Agreement. Subject to the provisions of this Agreement, each Holder of Warrants shall have the right, which may be exercised as expressed in such Warrants, to purchase from the Company (and the Company shall issue and sell to such Holder of Warrants) the number of fully paid and nonassessable Warrant Shares specified in such Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the Company of the Warrant Price, as adjusted in accordance with the provisions of Section 11 of this Agreement, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment All Warrants surrendered in the exercise of such Warrant Price the rights thereby evidenced shall be made in cash or by certified or official bank check, or a combination thereofcancelled. No adjustment shall be made for any dividends on any Warrant Shares of stock issuable upon exercise of a Warrant. 5.3 Upon such surrender of Warrants, and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder of such Warrants and in such name or names as such registered Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 12 of this Agreement, in respect of any fraction of a share otherwise issuable upon such surrender and, if the number of Warrants represented by a Warrant Certificate shall not be exercised in full, a new Warrant Certificate, executed by the Company for the balance of the number of whole Warrant Shares represented by the Warrant Certificate. 5.4 If permitted by applicable law, 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 Warrants and payment of the Warrant Price as aforesaid. The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered Holders thereof, either as an entirety or from time to time for only part of the shares specified therein.