Common use of the Exercise Price Clause in Contracts

the Exercise Price. 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 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 holder or holders or its designee. This Warrant may be exercised for less than the full number of Shares within the time called for hereby by such a surrender accompanied by payment of the Exercise Price for the number of Shares in respect of which it is being exercised. Upon any such partial exercise, the Company at its expense will forthwith issue to the holder hereof a new Warrant or Warrants of like tenor calling in the aggregate on their face for the number of Shares for which this Warrant shall not have been exercised, issued in the name of the holder hereof or as such holder (upon payment by such holder of any 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 any similar statute then in effect), the Company shall not be obligated to issue and deliver any 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 Company, such Warrant or Warrants may be so issued and delivered without registration under such Act and qualifications under applicable Blue Sky or other State securities laws.

the Exercise Price. Upon each exercise Subject to the provisions of this WarrantSECTION 6 hereof, 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 surrender of Warrants and payment of the Company shall 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 WarrantExercise Price, the Company Holdings shall issue and deliver 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 holders of such Shares names as the Warrant holder may designate, a certificate or certificates for such the number of full Warrant Shares issuable upon the exercise of such exercise registered Warrants as provided in the name SECTION 10; PROVIDED, that if any consolidation, merger or lease or sale of the holder assets is proposed to be effected by Holdings as described in CLAUSE (M) of SECTION 10 hereof, or holders a tender offer or its designee. This Warrant may an exchange offer for shares of Common Stock of Holdings shall be exercised for less than the full number made, upon such surrender of Shares within the time called for hereby by such a surrender accompanied by Warrants and payment of the Exercise Price for 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 issuable upon the exercise of the surrendered Warrant or Warrants. Such certificate or certificates representing Warrant Shares 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 Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of which it is being exercised. Upon fewer than all of the Warrant Shares issuable on such exercise at any such partial exercise, the Company at its expense will forthwith issue time prior to the holder hereof date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants of like tenor calling in the aggregate on their face for the number of Shares for which this Warrant shall not have been exercised, issued in the name of the holder hereof or as such holder (upon payment by such holder of any 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 any similar statute then in effect), the Company shall not will be obligated to issue and deliver any 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 Company, such Warrant or Warrants may be so issued and delivered without registration under such Act pursuant to the provisions of this Section and qualifications under applicable Blue Sky of SECTION 2 hereof; PROVIDED, that Warrants may not be exercised in denominations of less than 1,000 unless the holder has fewer than 1,000 Warrants. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled and disposed of by Holdings. Holdings shall keep copies of this Agreement and any notices given or other State securities lawsreceived hereunder available for inspection by the holders during normal business hours at its office.

the Exercise Price. Upon each 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 this Warrant, the holder or holders of this Warrant shall be deemed to reduced by a number determined by dividing (i) the product of (x) the aggregate Series C Liquidation Payment that would be the holder or holders of record of Shares issuable payable upon such exercise, notwithstanding that the stock transfer books a Liquidating Event for each of the Company shall then be closed or certificates representing such Series C Shares shall not have actually been delivered to said holder or holders. As soon as practicable after each such exercise of this Warrant, that are so redeemed and (y) 0.5 and (z) 0.5 by (ii) 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 holder or holders or its designeeExercise Price. This Warrant may be exercised at such times and in such amounts as are provided for less than in the full number 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 Shares within that time. The Warrants evidenced by this Warrant Certificate are issued pursuant to the time called Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for hereby 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 such a surrender accompanied by payment 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 for and the type and/or number of Shares in respect the Company’s securities issuable upon exercise of which it is being exercisedthe 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 such partial exercisecharge 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 at its expense will 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 Warrants of like tenor calling in the aggregate on their face other writing hereon made by anyone), for the number of Shares for which this Warrant shall not have been exercised, issued in the name of the holder hereof or as such holder (upon payment by such holder purpose of any applicable transfer taxesexercise hereof and of any distribution to the holder(s) may directhereof and for all other purposes, 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 any similar statute then in effect), and the Company shall not be obligated affected by any notice to issue the contrary. All terms used in this Warrant Certificate which are not defined herein and deliver any Warrant or Warrants to or are defined in the name of any person other than Warrant Agreement shall have the holder of this Warrant unless, meanings assigned to them in the opinion of counsel satisfactory to the Company, such Warrant or Warrants may be so issued and delivered without registration under such Act and qualifications under applicable Blue Sky or other State securities lawsAgreement.

the Exercise Price. Upon each exercise of this Warrant, the holder or holders 3. (a) Any transfer of this Warrant shall be deemed to be effected by the holder Holder by (i) executing the form of assignment at the end hereof and (ii) surrendering this Warrant for cancellation at the office or holders of record of Shares issuable upon such exercise, notwithstanding that the stock transfer books agency of the Company referred to in Section 2 hereof, accompanied by (x) a written instrument of transfer in form reasonably satisfactory by the Company, duly executed by the registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney-in-fact, (y) 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) an opinion of counsel, reasonably satisfactory in form and substance to the Company, to the effect that this Warrant or the Shares, as applicable, may be sold or otherwise transferred without registration under the Act. Upon original issuance thereof, and until such time as the same shall then be closed have been registered under the Act or certificates 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 Shares shall not have actually been delivered to said holder or holderslegend 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. As soon as practicable after each such exercise Upon any transfer of this WarrantWarrant or any part thereof in accordance with the first sentence of this Section 3(a), 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 issue, in the name of or names specified by the holder or holders or its designee. This Warrant may be exercised for less than Holder (including the full number of Shares within the time called for hereby by such a surrender accompanied by payment of the Exercise Price for the number of Shares in respect of which it is being exercised. Upon any such partial exerciseHolder), the Company at its expense will forthwith issue to the holder hereof a new Placement Agent's Warrant or Warrants of like tenor calling and representing in the aggregate on their face for rights to purchase the same number of Shares for which this Warrant shall not have been exercised, issued in the name of the holder hereof or as are purchasable hereunder at such holder (upon payment by such holder of any 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 any similar statute then in effect), the Company shall not be obligated to issue and deliver any 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 Company, such Warrant or Warrants may be so issued and delivered without registration under such Act and qualifications under applicable Blue Sky or other State securities lawstime.