Common use of the Exercise Price Clause in Contracts

the Exercise Price. Subject to the provisions of SECTION 6 hereof, upon such surrender of Warrants and payment of the 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 issuable upon the exercise of such Warrants as provided in SECTION 10; PROVIDED, that if any consolidation, merger or lease or sale of assets is proposed to 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 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 fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this Section and 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 received hereunder available for inspection by the holders during normal business hours at its office.

the Exercise Price. Subject If the Company shall redeem any of the Series C Shares on or prior to the provisions of SECTION 6 date that is 18 months from the date hereof, upon such surrender of Warrants and payment of the 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 issuable upon the exercise of such Warrants as provided in SECTION 10; PROVIDED, that if any consolidation, merger or lease or sale of assets is proposed to 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 issuable purchasable 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 reduced by a number determined by dividing (i) the product of (x) the aggregate Series C Liquidation Payment that would be named therein shall be deemed to have become payable upon a holder of record of such Warrant Shares as Liquidating Event for each of the date of the surrender of such Warrants Series C Shares that are so redeemed and payment of (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 exercisableissued to the transferee(s) in exchange for this Warrant Certificate, at subject to the election 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 holders thereof, either in full or from time to time in part and, in Warrant Agreement. Upon the event that a certificate evidencing Warrants is exercised in respect exercise of fewer less than all of the Warrant Shares issuable on such exercise at any time prior Warrants evidenced by this Certificate, the Company shall forthwith issue to the date of expiration of the Warrants, holder hereof a new certificate evidencing Warrant Certificate representing such numbered of unexercised Warrants. The Company may deem and treat the remaining registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or Warrants will be issued other writing hereon made by anyone), for the purpose of any exercise hereof and delivered pursuant of any distribution to the provisions of this Section holder(s) hereof and of SECTION 2 hereof; PROVIDEDfor all other purposes, that Warrants may and the Company shall not be exercised in denominations of less than 1,000 unless affected by any notice to the holder has fewer than 1,000 Warrantscontrary. All terms used in this Warrant Certificates surrendered upon exercise of Warrants Certificate which are not defined herein and are defined in the Warrant Agreement shall be canceled and disposed of by Holdings. Holdings shall keep copies of this Agreement and any notices given or received hereunder available for inspection by have the holders during normal business hours at its officemeanings assigned to them in the Warrant Agreement.

the Exercise Price. Subject Upon each exercise of this Warrant, the holder or holders of this Warrant shall be deemed to be the provisions holder or holders of SECTION 6 hereof, record of Shares issuable upon such surrender of Warrants and payment exercise, notwithstanding that the stock transfer books of the Exercise PriceCompany 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, Holdings the Company shall issue and cause deliver 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 or holders of such name or names as the Warrant holder may designate, Shares a certificate or certificates for the number of full Warrant such Shares issuable upon such exercise registered in the exercise 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 Warrants as provided in SECTION 10; PROVIDED, that if any consolidation, merger or lease or sale of assets is proposed to be effected a surrender accompanied 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 for the full 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 Shares issuable upon the exercise or Warrants of such Warrants like tenor calling in the manner described in aggregate on their face for the number of Shares for which 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 officerbeen exercised, its controller setting forth and certifying issued in the calculations made by Holdings pursuant to SECTION 10 hereof to determine the number of Warrant Shares issuable upon the exercise name of the surrendered 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. Such certificate Warrants to or certificates representing Warrant Shares shall be deemed to have been issued and in the name of any person so designated to be named therein shall be deemed to have become a other than the holder of record of such this 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 andunless, in the event that a certificate evidencing Warrants is exercised in respect opinion of fewer than all of the Warrant Shares issuable on such exercise at any time prior counsel satisfactory to the date of expiration of the WarrantsCompany, a new certificate evidencing the remaining such Warrant or Warrants will may be so issued and delivered pursuant to the provisions of this Section without registration under such Act and 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 qualifications under applicable Blue Sky or received hereunder available for inspection by the holders during normal business hours at its officeother State securities laws.

the Exercise Price. Subject Any transfer of this Warrant shall be effected by the Holder by (i) executing the 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 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 provisions of SECTION 6 hereof, upon such surrender of Warrants and payment of the 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 paymentCompany, to the effect that this Warrant or upon the written order 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 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 holder and 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 or any part thereof in such accordance with the first sentence of this Section 3(a), the Company shall issue, in the name or names as specified by the Warrant holder may designate, a certificate or certificates for Holder (including the number of full Warrant Shares issuable upon the exercise of such Warrants as provided in SECTION 10; PROVIDED, that if any consolidation, merger or lease or sale of assets is proposed to 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 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 fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the WarrantsHolder), a new certificate evidencing the remaining Placement Agent's Warrant or Warrants will be issued of like tenor and delivered pursuant representing in the aggregate rights to purchase the provisions same number of this Section and 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 received Shares as are purchasable hereunder available for inspection by the holders during normal business hours at its officesuch time.