Common use of Warrant; Purchase Price Clause in Contracts

Warrant; Purchase Price. This Warrant shall entitle the Holder initially to purchase shares of Common Stock of the Company as calculated above and the purchase price payable upon exercise of the Warrants shall be, (i) in the event of the closing of a Qualified Public Offering on or prior to the Five Month Date, the per share price of the Common Stock Offered in such Qualified Public Offering, (ii) in the event that such a Qualified Public Offering is not closed on or prior to the Five Month Date but a Qualified Private Placement is closed on or prior to the Five Month Date, the lowest per share price of the Common Stock offered in such Qualified Private Placement, or (iii) in the event that such Qualified Public Offering or Qualified Private Placement is not closed on or prior to the Five Month Date, $5.00 per share of Common Stock (each of (i), (ii) and (iii) the "Relevant Purchase Price" and together the "Relevant Purchase Prices"). The Relevant Purchase Price and number of shares of Common Stock issuable upon exercise of this Warrant are subject to adjustment as provided in Article 6. The shares of Common Stock issuable upon exercise of this Warrant (and/or other shares of common stock so issuable by reason of any adjustments pursuant to Article 6) are sometimes referred to herein as the "Warrant Shares." The aggregate purchase price for the shares of Common Stock of the Company to be received by the Holder hereof upon exercise of this Warrant shall be payable, at the option of the Holder, either (i) in cash in lawful money of the United States of America or by certified or cashier's check; or (ii) if such Holder is [Name of Holder], by cancellation, in whole or in part, of that certain $[Principal Amount of Note] Senior Secured Note issued to [Name of Holder] on [Month, Day] , 199_; or (iii) as otherwise provided herein.

Warrant; Purchase Price. This Warrant shall entitle the Holder initially to purchase shares of Common Stock of the Company as calculated above and the purchase price payable upon exercise of the Warrants shall be, (i) in the event of the closing of a Qualified Public Offering on or prior to the Five Month Date, the per share price of the Common Stock Offered in such Qualified Public Offering, (ii) in the event that such a Qualified Public Offering is not closed on or prior to the Five Month Date but a Qualified Private Placement is closed on or prior to the Five Month Date, the lowest per share price of the Common Stock offered in such Qualified Private Placement, or (iii) in the event that such Qualified Public Offering or Qualified Private Placement is not closed on or prior to the Five Month Date, $5.00 3.50 per share of Common Stock (each of (i), (ii) and (iii) the "Relevant Purchase Price" and together the "Relevant Purchase Prices"). The Relevant Purchase Price and number of shares of Common Stock issuable upon exercise of this Warrant are subject to adjustment as provided in Article 6. The shares of Common Stock issuable upon exercise of this Warrant (and/or other shares of common stock so issuable by reason of any adjustments pursuant to Article 6) are sometimes referred to herein as the "Warrant Shares." The aggregate purchase price for the shares of Common Stock of the Company to be received by the Holder hereof upon exercise of this Warrant shall be payable, at the option of the Holder, either (i) in cash in lawful money of the United States of America or by certified or cashier's check; or (ii) if such Holder is [Name of Holder], by cancellation, in whole or in part, of that certain $[Principal Amount of Note] Senior Secured Note issued to [Name of Holder] on [Month, Day] ], 199_; or (iii) as otherwise provided herein.

Warrant; Purchase Price. This Warrant shall entitle the Holder initially to purchase shares of Common Stock of the Company as calculated above and the purchase price payable upon exercise of the Warrants shall be, (i) in the event of the closing of a Qualified Public Offering on or prior to or on the Five Month Date, the per share price of the Common Stock Offered in such Qualified Public Offering, (ii) in the event that such a Qualified Public Offering is not closed on or prior to the Five Month Date but a Qualified Private Placement is closed on or prior to the Five Month Date, the lowest per share price of the Common Stock offered in such Qualified Private Placement, or (iii) in the event that such Qualified Public Offering or Qualified Private Placement is not closed on or prior to the Five Month Date, $5.00 per share of Common Stock (each of (i), (ii) and (iii) the "Relevant Purchase Price" and together the "Relevant Purchase Prices"). The Relevant Purchase Price and number of shares of Common Stock issuable upon exercise of this Warrant are subject to adjustment as provided in Article 6. The shares of Common Stock issuable upon exercise of this Warrant (and/or other shares of common stock so issuable by reason of any adjustments pursuant to Article 6) are sometimes referred to herein as the "Warrant Shares." The aggregate purchase price for the shares of Common Stock of the Company to be received by the Holder hereof upon exercise of this Warrant shall be payable, at the option of the Holder, either (i) in cash in lawful money of the United States of America or by certified or cashier's check; or (ii) if such Holder is [Name of Holder]Xxxxx & Company Incorporated, by cancellation, in whole or in part, of that certain $[Principal Amount of Note] 750,000 Senior Secured Note issued to [Name of Holder] Xxxxx & Company Incorporated on [MonthDecember 30, Day] , 199_1996; or (iii) as otherwise provided herein.

Warrant; Purchase Price. This Warrant The provisions set forth in paragraphs 1and 2 above are, however, subject to the following: (a) In case at any time the Company shall entitle the Holder initially to purchase in any manner subdivide its outstanding shares of Common Stock into a greater number of shares or combine such shares of Common Stock into a smaller number of shares, then the Company as calculated above and Warrant Purchase Price in effect immediately subsequent to such subdivision or combination shall be equal to the purchase price payable upon exercise product of the Warrants shall be, (i) the Warrant Purchase Price in the event of the closing of a Qualified Public Offering on or effect immediately prior to the Five Month Date, the per share price of the Common Stock Offered in such Qualified Public Offering, subdivision or combination multiplied by (ii) in a fraction the event that such a Qualified Public Offering numerator of which is not closed on or prior to the Five Month Date but a Qualified Private Placement is closed on or prior to the Five Month Date, the lowest per share price of the Common Stock offered in such Qualified Private Placement, or (iii) in the event that such Qualified Public Offering or Qualified Private Placement is not closed on or prior to the Five Month Date, $5.00 per share of Common Stock (each of (i), (ii) and (iii) the "Relevant Purchase Price" and together the "Relevant Purchase Prices"). The Relevant Purchase Price and number of shares of Common Stock issuable upon exercise outstanding immediately prior to such subdivision or combination and the denominator of this Warrant are subject to adjustment as provided in Article 6. The which is the number of shares of Common Stock issuable upon exercise outstanding immediately thereafter. Upon each adjustment of the Warrant Purchase Price, the holder of this Warrant (and/or other shall thereafter be entitled to purchase, at the Warrant Purchase Price resulting from such adjustment, the number of shares of common Common Stock obtained by multiplying the Warrant Purchase Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Purchase Price resulting from such adjustment. (b) If any reorganization or reclassification of the capital stock so issuable by reason of the Company, or any adjustments pursuant consolidation or merger of the Company with another Person, or the sale of all or substantially all of the Company’s assets to Article 6) are sometimes referred another Person shall be effected in such a way that holders of Common Stock shall be entitled to herein receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provisions shall be made whereby the "holder hereof shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in this Warrant Shares." The aggregate purchase price for and in lieu of the shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such stock equal to the Company to be received by number of shares of such stock immediately theretofore purchasable and receivable upon the Holder hereof upon exercise of this Warrant had such reorganization, reclassification, consolidation, merger or sale not taken place, and in any such case appropriate provision shall be payablemade with respect to the rights and interests of the holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Warrant Purchase Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of the rights represented hereby (including an immediate adjustment, by reason of such consolidation or merger, of the Warrant Purchase Price to the value for the Common Stock reflected by the terms of such consolidation or merger if the value so reflected is less than the Warrant Purchase Price in effect immediately prior to such consolidation or merger). The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof the successor Person (if other than the Company) resulting from such consolidation or merger or for the securities of which the previously outstanding stock of the Company shall be exchanged in connection with such consolidation or merger, or the Person purchasing such assets, as the case may be, shall assume, by written instrument executed and mailed or delivered to the holder hereof at the option last address of such holder appearing on the books of the HolderCompany, either (i) the obligation to deliver to such holder such shares of stock, securities, or assets as, in cash in lawful money accordance with the foregoing provisions, such holder may be entitled to purchase. If a purchase, tender or exchange offer is made to and accepted by the holders of more than 50% of the United States outstanding shares of America Common Stock, the Company shall not effect any consolidation, merger or by certified sale with the Person having made such offer, or cashier's check; with any Affiliate of such Person, unless, prior to the consummation of such consolidation, merger or (ii) sale, the holder of this Warrant shall have been given a reasonable opportunity to elect to receive either the stock, securities or assets then issuable upon the exercise of this Warrant. As used herein, the term “Person” shall mean and include an individual, a partnership, a corporation, a trust, a joint venture, a company, a limited liability company, an unincorporated organization or association and a government or any department or agency thereof, and an “Affiliate” shall mean any Person controlling, controlled by, or under direct or indirect common control with, any other Person. A Person shall be deemed to control another Person if such Holder is [Name Person possesses, directly or indirectly, the power to direct or cause the direction of Holder]the management and policies of such other Person, whether through the ownership of voting securities, by cancellationcontract or otherwise. The provisions of this paragraph 3(b) governing the substitution of another Person for the Company shall similarly apply to successive instances in which the entity then deemed to be the Company hereunder shall either sell all or substantially all of its properties and assets to any other Person, in whole shall consolidate with or in partmerge into any other Person, or shall be the surviving entity of that certain $[Principal Amount the merger into it of Note] Senior Secured Note issued any other Person as a result of which the holders of any of its stock or other securities shall be deemed to [Name have become the holders of, or shall become entitled to, the stock or other securities of Holder] on [Month, Day] , 199_; or (iii) as otherwise provided hereinany Person other than the Person at the time deemed to be the Company hereunder.

Warrant; Purchase Price. This Warrant shall entitle the Holder initially to purchase shares of Common Stock of the Company as calculated above and the purchase price payable upon exercise of the Warrants shall be, (i) in the event of the closing of a Qualified Public Offering on or prior to the Five Month Date, the per share price of the Common Stock Offered in such Qualified Public Offering, (ii) in the event that such a Qualified Public Offering is not closed on or prior to the Five Month Date but a Qualified Private Placement is closed on or prior to the Five Month Date, the lowest per share price of the Common Stock offered in such Qualified Private Placement, or (iii) in the event that such Qualified Public Offering or Qualified Private Placement is not closed on or prior to the Five Month Date, $5.00 per share of Common Stock (each of (i), (ii) and (iii) the "Relevant Purchase Price" and together the "Relevant Purchase Prices"). The Relevant Purchase Price and number of shares of Common Stock issuable upon exercise of this Warrant are subject to adjustment as provided in Article 6. The shares of Common Stock issuable upon exercise of this Warrant (and/or other shares of common stock so issuable by reason of any adjustments pursuant to Article 6) are sometimes referred to herein as the "Warrant Shares." The aggregate purchase price for the shares of Common Stock of the Company to be received by the Holder hereof upon exercise of this Warrant shall be payable, at the option of the Holder, either (i) in cash in lawful money of the United States of America or by certified or cashier's check; or (ii) if such Holder is [Name of Holder]Xxxxxx Eblagon Leasing Ltd., by cancellation, in whole or in part, of that certain $[Principal Amount of Note] 500,000 Senior Secured Note issued to [Name of Holder] Xxxxxx Eblagon Leasing Ltd. on [Month, Day] , 199_1996; or (iii) as otherwise provided herein.

Warrant; Purchase Price. This Warrant shall entitle the Holder initially to purchase shares of Common Stock of the Company as calculated above and the purchase price payable upon exercise of the Warrants shall be, (i) in the event of the closing of a Qualified Public Offering on or prior to the Five Month Date, the per share price of the Common Stock Offered in such Qualified Public Offering, (ii) in the event that such a Qualified Public Offering is not closed on or prior to the Five Month Date but a Qualified Private Placement is closed on or prior to the Five Month Date, the lowest per share price of the Common Stock offered in such Qualified Private Placement, or (iii) in the event that such Qualified Public Offering or Qualified Private Placement is not closed on or prior to the Five Month Date, $5.00 3.00 per share of Common Stock (each of (i), (ii) and (iii) the "Relevant Purchase Price" and together the "Relevant Purchase Prices"). The Relevant Purchase Price and number of shares of Common Stock issuable upon exercise of this Warrant are subject to adjustment as provided in Article 6. The shares of Common Stock issuable upon exercise of this Warrant (and/or other shares of common stock so issuable by reason of any adjustments pursuant to Article 6) are sometimes referred to herein as the "Warrant Shares." The aggregate purchase price for the shares of Common Stock of the Company to be received by the Holder hereof upon exercise of this Warrant shall be payable, at the option of the Holder, either (i) in cash in lawful money of the United States of America or by certified or cashier's check; or (ii) if such Holder is [Name of Holder], by cancellation, in whole or in part, of that certain $[Principal Amount of Note] Senior Secured Note issued to [Name of Holder] on [Month, Day] ], 199_; or (iii) as otherwise provided herein.