Common use of the Exercise Price Clause in Contracts

the Exercise Price. If the Company shall redeem any of the Series C Shares on or prior to the date that is 18 months from the date hereof, the number of Warrant Shares purchasable upon exercise of the Warrant shall be reduced by a number determined by dividing (i) the product of (x) the aggregate Series C Liquidation Payment that would be payable upon a Liquidating Event for each of the Series C Shares that are so redeemed and (y) 0.5 and (z) 0.5 by (ii) the Exercise Price. This Warrant may be exercised at such times and in such amounts as are provided for in the Warrant Agreement. Each Warrant not exercised on or prior to January 20, 2014 shall become invalid and all rights hereunder, and all rights in respect thereof under the Warrant Agreement, shall cease as of that time. The Warrants evidenced by this Warrant Certificate are issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words “holders” or “holder” meaning the registered holders or registered holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder(s) hereof upon written request directed to the Company. The Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and the type and/or number of the Company’s securities issuable upon exercise of the Warrants may, subject to certain conditions, be adjusted. Upon due presentment for registration of transfer of this Warrant Certificate at the principal office of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection therewith which is not payable by the Company pursuant to paragraph 9 of the Warrant Agreement. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such numbered of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof and of any distribution to the holder(s) hereof and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are not defined herein and are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement.

the Exercise Price. If Subject to the Company shall redeem any provisions of SECTION 6 hereof, upon such surrender of Warrants and payment of the Series C Exercise Price, Holdings shall issue and cause to be delivered with all reasonable dispatch, but in no event later than three Business Days after such surrender and payment, to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares on issuable upon the exercise of such Warrants as provided in SECTION 10; PROVIDED, that if any consolidation, merger or prior lease or sale of assets is proposed to the date that is 18 months from the date be effected by Holdings as described in CLAUSE (M) of SECTION 10 hereof, or a tender offer or an exchange offer for shares of Common Stock of Holdings shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, Holdings shall, as soon as possible, but in any event not later than two Business Days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence as provided in SECTION 10. Together with the delivery of such Warrant Shares, Holdings shall deliver a certificate of its chief accounting or chief financial officer or, if Holdings shall not have a chief financial officer, its controller setting forth and certifying the calculations made by Holdings pursuant to SECTION 10 hereof to determine the number of Warrant Shares purchasable issuable upon the exercise of the surrendered Warrant or Warrants. Such certificate or certificates representing Warrant Shares shall be reduced by deemed to have been issued and any person so designated to be named therein shall be deemed to have become a number determined by dividing (i) the product holder of (x) the aggregate Series C Liquidation Payment that would be payable upon a Liquidating Event for each record of such Warrant Shares as of the Series C Shares that are so redeemed date of the surrender of such Warrants and (y) 0.5 and (z) 0.5 by (ii) payment of the Exercise Price. This Warrant may The Warrants shall be exercised exercisable, at such times and the election of the holders thereof, either in such amounts as are provided for full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Agreement. Each Warrant not exercised Shares issuable on or such exercise at any time prior to January 20the date of expiration of the Warrants, 2014 shall become invalid a new certificate evidencing the remaining Warrant or Warrants will be issued and all rights hereunder, and all rights in respect thereof under the Warrant Agreement, shall cease as of that time. The Warrants evidenced by this Warrant Certificate are issued delivered pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part provisions of this instrument Section and is hereby referred to for a description of SECTION 2 hereof; PROVIDED, that Warrants may not be exercised in denominations of less than 1,000 unless the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words “holders” or “holder” meaning the registered holders or registered holder) of the holder has fewer than 1,000 Warrants. A copy of the All Warrant Agreement may be obtained by the holder(s) hereof upon written request directed to the Company. The Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and the type and/or number of the Company’s securities issuable Certificates surrendered upon exercise of the Warrants may, subject to certain conditions, be adjusted. Upon due presentment for registration of transfer of this Warrant Certificate at the principal office of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange canceled and disposed of by Holdings. Holdings shall keep copies of this Agreement and any notices given or received hereunder available for this Warrant Certificate, subject to the limitations provided herein and in the Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection therewith which is not payable inspection by the Company pursuant to paragraph 9 of the Warrant Agreement. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such numbered of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof and of any distribution to the holder(s) hereof and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are not defined herein and are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreementholders during normal business hours at its office.

the Exercise Price. If Upon each exercise of this Warrant, the holder or holders of this Warrant shall be deemed to be the holder or holders of record of Shares issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall redeem any then be closed or certificates representing such Shares shall not have actually been delivered to said holder or holders. As soon as practicable after each such exercise of this Warrant, the Company shall issue and deliver to the holder or holders of such Shares a certificate or certificates for such Shares issuable upon such exercise registered in the name of the Series C Shares on holder or prior to the date that is 18 months from the date hereof, the number of Warrant Shares purchasable upon exercise of the Warrant shall be reduced by a number determined by dividing (i) the product of (x) the aggregate Series C Liquidation Payment that would be payable upon a Liquidating Event for each of the Series C Shares that are so redeemed and (y) 0.5 and (z) 0.5 by (ii) the Exercise Priceholders or its designee. This Warrant may be exercised at for less than the full number of Shares within the time called for hereby by such times and in such amounts as are provided for in the Warrant Agreement. Each Warrant not exercised on or prior to January 20, 2014 shall become invalid and all rights hereunder, and all rights in respect thereof under the Warrant Agreement, shall cease as a surrender accompanied by payment of that time. The Warrants evidenced by this Warrant Certificate are issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words “holders” or “holder” meaning the registered holders or registered holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder(s) hereof upon written request directed to the Company. The Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and for the type and/or number of the Company’s securities issuable upon exercise Shares in respect of the Warrants may, subject to certain conditions, be adjustedwhich it is being exercised. Upon due presentment for registration of transfer of this Warrant Certificate at the principal office of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection therewith which is not payable by the Company pursuant to paragraph 9 of the Warrant Agreement. Upon the exercise of less than all of the Warrants evidenced by this Certificatesuch partial exercise, the Company shall at its expense will forthwith issue to the holder hereof a new Warrant Certificate representing such numbered or Warrants of unexercised Warrants. The Company may deem and treat like tenor calling in the registered holder(s) hereof as aggregate on their face for the absolute owner(s) number of Shares for which this Warrant Certificate shall not have been exercised, issued in the name of the holder hereof or as such holder (notwithstanding upon payment by such holder of any notation of ownership applicable transfer taxes) may direct, subject however, to subsection 2(e) hereof; provided, that, in case this Warrant shall not have been registered under the Act as then in effect (or other writing hereon made by anyoneany similar statute then in effect), for the purpose of any exercise hereof and of any distribution to the holder(s) hereof and for all other purposes, and the Company shall not be affected by obligated to issue and deliver any notice Warrant or Warrants to or in the name of any person other than the holder of this Warrant unless, in the opinion of counsel satisfactory to the contrary. All terms used in this Company, such Warrant Certificate which are not defined herein or Warrants may be so issued and are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreementdelivered without registration under such Act and qualifications under applicable Blue Sky or other State securities laws.

the Exercise Price. If the Company shall redeem any Any transfer of the Series C Shares on or prior to the date that is 18 months from the date hereof, the number of Warrant Shares purchasable upon exercise of the this Warrant shall be reduced effected by a number determined the Holder by dividing (i) executing the product form of assignment at the end hereof and (ii) surrendering this Warrant for cancellation at the office or agency of the Company referred to in Section 2 hereof, accompanied by (x) a written instrument of transfer in form reasonably satisfactory by the aggregate Series C Liquidation Payment that would be payable upon Company, duly executed by the registered Holder thereof or by the duly appointed legal representative thereof or by a Liquidating Event for each of the Series C Shares that are so redeemed and duly authorized attorney-in-fact, (y) 0.5 a certificate (signed by an officer of the Holder if the Holder is a corporation) stating that each transferee is a permitted transferee under this Section 3, and (z) 0.5 by (ii) the Exercise Price. This Warrant may be exercised at such times an opinion of counsel, reasonably satisfactory in form and in such amounts as are provided for in the Warrant Agreement. Each Warrant not exercised on or prior to January 20, 2014 shall become invalid and all rights hereunder, and all rights in respect thereof under the Warrant Agreement, shall cease as of that time. The Warrants evidenced by this Warrant Certificate are issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words “holders” or “holder” meaning the registered holders or registered holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder(s) hereof upon written request directed substance to the Company. The , to the effect that this Warrant Agreement provides that upon or the occurrence of certain eventsShares, as applicable, may be sold or otherwise transferred without registration under the Exercise Price and the type and/or number of the Company’s securities issuable upon exercise of the Warrants may, subject to certain conditions, be adjustedAct. Upon due presentment for registration original issuance thereof, and until such time as the same shall have been registered under the Act or sold pursuant to Rule 144 promulgated thereunder (or any similar rule or regulation), each certificate representing this Warrant or any part thereof shall bear the following legend, unless in the opinion of counsel to the Company such legend is no longer required by the Act: THIS WARRANT AND THE SHARES OF COMMON STOCK THAT ARE ISSUABLE UPON EXERCISE OF THE WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED UNLESS SUCH TRANSFER IS REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO IT TO THE EFFECT THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. Upon any transfer of this Warrant Certificate at or any part thereof in accordance with the principal office first sentence of this Section 3(a), the CompanyCompany shall issue, in the name or names specified by the Holder (including the Holder), a new Placement Agent's Warrant Certificate or Warrant Certificates Warrants of like tenor and evidencing representing in the aggregate a like rights to purchase the same number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection therewith which is not payable by the Company pursuant to paragraph 9 of the Warrant Agreement. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing Shares as are purchasable hereunder at such numbered of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof and of any distribution to the holder(s) hereof and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are not defined herein and are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreementtime.