Common use of Cash Payment Clause in Contracts

Cash Payment. Subject to the provisions of this Agreement, including the limitations on ownership of Shares by Non-U.S. Citizens set forth in Section 5(m) and the adjustments contained in Section 6, each Warrant evidenced by a Global Warrant Certificate shall entitle the Holder thereof to purchase from the Company (and the Company shall issue and sell to such Holder) one fully paid and nonassessable share of Common Stock at a price equal to the Exercise Price. All or any of the Warrants represented by a Global Warrant Certificate or in the form of Direct Registration Warrants may be exercised by the registered Holder thereof during normal business hours on any Business Day, by delivering (A) written notice of such election (“Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent at the addresses set forth in Section 15 hereof no later than 5:00 p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice shall be (i) substantially in the form set forth in Exhibit A-1 in the case of Warrants represented by a Global Warrant Certificate and (ii) substantially in the form set forth in Exhibit A-2 hereto in the case of Direct Registration Warrants; and (B) by no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date, such Warrants to the Warrant Agent (by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate). Such Global Warrant Certificate and the documents referred to in clauses (A) and (B) of the immediately preceding sentence shall be accompanied by payment in full in respect of each Warrant that is exercised, which shall be made by certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer to the Warrant Agent in immediately available funds. Such payment shall be in an amount equal to the product of the number of shares of Common Stock designated in such Warrant Exercise Notice multiplied by the Exercise Price for the Warrants being exercised, in each case as adjusted herein. Upon such surrender and payment, such Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares as set forth in clause (d) below and in accordance with clause (h) below).

Cash Payment. Subject to the provisions of this Agreement, including the ▇▇▇▇▇ Act limitations on ownership of Warrant Shares by Non-U.S. Citizens set forth in Section 5(m) hereof and the adjustments contained in Section 66 hereof, each Warrant evidenced by a Global Warrant Certificate shall entitle the Holder thereof to purchase from the Company (and the Company shall issue and sell to such Holder) one fully paid and nonassessable share of Common Stock at a price equal to the Exercise Price. All or any of the Warrants represented by a Global Warrant Certificate or in the form of Direct Registration Warrants may be exercised by the registered Holder thereof during normal business hours on any Business Day, by delivering (A) written notice of such election (“Warrant Exercise Notice”) to exercise the Warrants to the Company (at the address set forth in Section 15) and the Warrant Agent at the addresses set forth in Section 15 hereof Warrant Agent Office, no later than 5:00 p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice shall be (i) substantially in the form set forth in Exhibit A-1 A-1, in the case of Warrants represented by a Global Warrant Certificate and Certificate, (ii) substantially in the form set forth in Exhibit A-2 hereto A-2, in the case of Warrants represented by Individual Warrant Certificates and (iii) substantially in the form set forth in Exhibit A-3, in the case of Direct Registration Warrants; and (B) by no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date, such Warrants to the Warrant Agent (by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate). Such Global Warrant Certificate (if such Warrant is represented by a certificate) and the documents referred to in clauses (A) and (B) of the immediately preceding sentence shall be accompanied by payment in full in respect of each Warrant that is exercised, which shall be made by delivery of a certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer to an account specified in writing by the Warrant Agent Company or Computershare in immediately available funds. Such payment shall be in an amount equal to the product of the number of shares of Common Stock designated in such Warrant Exercise Notice multiplied by the Exercise Price for the Warrants being exercised, in each case as adjusted herein. Upon such surrender and payment, such Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares as set forth in clause (dSection 5(d) below and in accordance with clause (h) belowSection 5(h).

Cash Payment. Subject to the provisions of this Agreement, including the U.S. Aviation Laws limitations on ownership of Warrant Shares by Non-U.S. Citizens set forth in Section 5(m) hereof and the adjustments contained in Section 66 hereof, each Warrant evidenced by a Global Warrant Certificate shall entitle the Holder thereof to purchase from the Company (and the Company shall issue and sell to such Holder) one fully paid and nonassessable share of Common Stock at a price equal to the Exercise Price. All or any of the Warrants represented by a Global Warrant Certificate or in the form of Direct Registration Warrants may be exercised by the registered Holder thereof during normal business hours on any Business Day, by delivering (A) written notice of such election (“Warrant Exercise Notice”) to exercise the Warrants to the Company (at the address set forth in Section 15) and the Warrant Agent at the addresses set forth in Section 15 hereof Warrant Agent Office, no later than 5:00 p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice shall be (i) substantially in the form “Form of Election” set forth in Exhibit A-1 A-1, in the case of Warrants represented by a Global Warrant Certificate Certificate, (ii) substantially in the “Form of Election” set forth in Exhibit A- 2, in the case of Warrants represented by Individual Warrant Certificates and (iiiii) substantially in the form set forth in Exhibit A-2 hereto A-3, in the case of Direct Registration Warrants; and (B) by no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date, such Warrants to the Warrant Agent (by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate). Such Global Warrant Certificate (if such Warrant is represented by a certificate) and the documents referred to in clauses (A) and (B) of the immediately preceding sentence shall be accompanied by payment in full in respect of each Warrant that is exercised, which shall be made by delivery of a certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer to an account specified in writing by the Company or the Warrant Agent in immediately available funds. Such payment shall be in an amount equal to the product of the number of shares of Common Stock designated in such Warrant Exercise Notice multiplied by the Exercise Price for the Warrants being exercised, in each case as adjusted herein. Upon such surrender and payment, such Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares as set forth in clause (dSection 5(d) below and in accordance with clause (h) belowSection 5(h).

Cash Payment. Subject to the provisions of this Agreement, including the ▇▇▇▇▇ Act limitations on ownership of Warrant Shares by Non-U.S. Citizens set forth in Section 5(m5(n) hereof and the adjustments contained in Section 66 hereof, each Warrant evidenced by a Global Warrant Certificate shall entitle the Holder thereof to purchase from the Company (and the Company shall issue and sell to such Holder) one fully paid and nonassessable share of Common Stock at a price equal to the Exercise Price. All or any of the Warrants represented by a Global Warrant Certificate or in the form of Direct Registration Warrants may be exercised by the registered Holder thereof during normal business hours on any Business Day, by delivering (A) written notice of such election (“Warrant Exercise Notice”) to exercise the Series A Warrants or Series B Warrants, as applicable, to the Company (at the address set forth in Section 15 hereof) and the Warrant Agent at the addresses set forth in Section 15 hereof Warrant Agent Office, no later than 5:00 p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice shall be (i) substantially in the form set forth in Exhibit A-1 or Exhibit B-1, as applicable, in the case of Series A Warrants or Series B Warrants represented by a Global Warrant Certificate and Certificate, (ii) substantially in the form set forth in Exhibit A-2 hereto or Exhibit B-2, as applicable, in the case of Series A Warrants or Series B Warrants represented by Individual Warrant Certificates and (iii) substantially in the form set forth in Exhibit A-3 or Exhibit B-3 in the case of Direct Registration Warrants; and (B) by no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date, such Warrants to the Warrant Agent (by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate). Such Global Warrant Certificate (if such Warrant is represented by a certificate) and the documents referred to in clauses (A) and (B) of the immediately preceding sentence shall be accompanied by payment in full in respect of each Warrant that is exercised, which shall be made by delivery of a certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer to an account specified in writing by the Warrant Agent Company or Computershare in immediately available funds. Such payment shall be in an amount equal to the product of the number of shares of Common Stock designated in such Warrant Exercise Notice multiplied by the Exercise Price for the Warrants being exercised, in each case as adjusted herein. Upon such surrender and payment, such Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares as set forth in clause (dSection 5(e) below and in accordance with clause (hSection 5(i) below).

Cash Payment. Subject to the provisions of this Agreement, including the U.S. Aviation Laws limitations on ownership of Warrant Shares by Non-U.S. Citizens set forth in Section 5(m) hereof and the adjustments contained in Section 66 hereof, each Warrant evidenced by a Global Warrant Certificate shall entitle the Holder thereof to purchase from the Company (and the Company shall issue and sell to such Holder) one fully paid and nonassessable share of Common Stock at a price equal to the Exercise Price. All or any of the Warrants represented by a Global Warrant Certificate or in the form of Direct Registration Warrants may be exercised by the registered Holder thereof during normal business hours on any Business Day, by delivering (A) written notice of such election (“Warrant Exercise Notice”) to exercise the Warrants to the Company (at the address set forth in Section 15) and the Warrant Agent at the addresses set forth in Section 15 hereof Warrant Agent Office, no later than 5:00 p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice shall be (i) substantially in the form “Form of Election” set forth in Exhibit A-1 A-1, in the case of Warrants represented by a Global Warrant Certificate Certificate, (ii) substantially in the “Form of Election” set forth in Exhibit A-2, in the case of Warrants represented by Individual Warrant Certificates and (iiiii) substantially in the form set forth in Exhibit A-2 hereto A-3, in the case of Direct Registration Warrants; and (B) by no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date, such Warrants to the Warrant Agent (by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate). Such Global Warrant Certificate (if such Warrant is represented by a certificate) and the documents referred to in clauses (A) and (B) of the immediately preceding sentence shall be accompanied by payment in full in respect of each Warrant that is exercised, which shall be made by delivery of a certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer to an account specified in writing by the Company or the Warrant Agent in immediately available funds. Such payment shall be in an amount equal to the product of the number of shares of Common Stock designated in such Warrant Exercise Notice multiplied by the Exercise Price for the Warrants being exercised, in each case as adjusted herein. Upon such surrender and payment, such Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares as set forth in clause (dSection 5(d) below and in accordance with clause (h) belowSection 5(h).

Cash Payment. Subject to the provisions of this Agreement, including the limitations on ownership of Shares by Non-U.S. Citizens set forth in Section 5(m) and the adjustments contained in Section 6, each Warrant evidenced by a Global the Warrant Certificate shall entitle the Holder thereof to purchase from the Company (and the Company shall issue and sell to such Holder) one fully paid and nonassessable share of Common Stock Share at a price equal to the Exercise Price. All or any of the Warrants represented by a Global Warrant Certificate or in the form of Direct Registration Warrants may be exercised by the registered Holder thereof during normal business hours on any Business Day, by delivering (A) written notice of such election (“Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent at the addresses set forth in Section 15 14 hereof no later than 5:00 p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice shall be (i) substantially in the form set forth in Exhibit A-1 in the case of Warrants represented by a Global Warrant Certificate and (ii) substantially in the form set forth in Exhibit A-2 hereto in the case of Direct Registration WarrantsWarrants represented by Individual Warrant Certificates; and (B) by no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date, such Warrants to the Warrant Agent (by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate). Such Global Warrant Certificate and the documents referred to in clauses (A) and (B) of the immediately preceding sentence shall be accompanied by payment in full in respect of each Warrant that is exercised, which shall be made by certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer to the Warrant Agent of the Exercise Amount in immediately available funds. Such payment shall be in an amount equal to the product of the number of shares of Common Stock designated in such Warrant Exercise Notice multiplied by the Exercise Price for the Warrants being exercised, in each case as adjusted herein. Upon such surrender and payment, such Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares (or Other Securities) determined as set forth provided in clause (d) below Section 3, and in accordance with clause (h) below)as and if adjusted pursuant to Section 6.

Cash Payment. Subject to the provisions of this Agreement, including the limitations in U.S. Aviation Laws on ownership and control of Shares the Common Stock and Other Securities by Non-U.S. Citizens Citizens, including those set forth in Section 5(m) and Section 5(n) hereof and the adjustments contained in Section 66 hereof, each Warrant evidenced by a Global Warrant Certificate shall entitle the Holder thereof to purchase from the Company (and the Company shall issue and sell to such Holder) one fully paid and nonassessable share of Common Stock at a price equal to the Exercise Price. All or any of the Warrants represented by a Global Warrant Certificate or in the form of Direct Registration Warrants may be exercised by the registered Holder thereof during normal business hours on any Business Day, by delivering (A) written notice of such election (a “Warrant Exercise Notice”) to exercise the Warrants to the Company (at the address set forth in Section 16) and the Warrant Agent at the addresses set forth in Section 15 hereof Warrant Agent Office, no later than 5:00 p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice shall be (i) substantially in the form “Form of Election” set forth in Exhibit A-1 B-1, in the case of Warrants represented by a Global Warrant Certificate or otherwise in accordance with applicable procedures of the Depository, (ii) substantially in the “Form of Election” set forth in Exhibit B-2, in the case of Warrants represented by Individual Warrant Certificates and (iiiii) substantially in the form set forth in Exhibit A-2 hereto B-3, in the case of Direct Registration Warrants; and (B) by no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date, such Warrants to the Warrant Agent (by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate). Such Global Warrant Certificate and the documents referred to in clauses (A) and (B) of the immediately preceding sentence shall be , accompanied by payment in full in respect of each Warrant that is exercised, exercised (which shall be made by delivery of a certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer to an account specified in writing by the Company or the Warrant Agent in immediately available fundsfunds or, in respect of any Global Warrant Certificate, otherwise in accordance with applicable procedures of the Depository). Such payment shall be in an amount equal to the product of the number of shares of Common Stock designated in such Warrant Exercise Notice multiplied by the Exercise Price for the Warrants being exercised, in each case as adjusted herein. Upon such surrender and payment, such Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares as set forth in clause (dSection 5(d), Section 5(h) below and in accordance with clause (h) belowSection 5(i).

Cash Payment. Subject to the provisions of this Agreement, including the limitations on ownership of Shares by Non-U.S. Citizens set forth in Section 5(m) and the adjustments contained in Section 6, each Warrant evidenced by a Global Warrant Certificate shall entitle the Holder thereof to purchase from the Company (and the Company shall issue and sell to such Holder) one fully paid and nonassessable share of Common Stock at a price equal to the Exercise Price. All or any of the Warrants represented by a Global Warrant Certificate or in the form of Direct Registration Warrants may be exercised by the registered Holder thereof during normal business hours on any Business Day, by delivering (A) written notice of such election (“Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent at the addresses set forth in Section 15 hereof no later than 5:00 p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice shall be (i) substantially in the form set forth in Exhibit A-1 in the case of Warrants represented by a Global Warrant Certificate and (ii) substantially in the form set forth in Exhibit A-2 hereto in the case of Direct Registration Warrants; and (B) by no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date, such Warrants to the Warrant Agent (by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate). Such Global Warrant Certificate and the documents referred to in clauses clause (A) and (B) of the immediately preceding sentence shall be accompanied by payment in full in respect of to each Warrant that is exercised, which shall be made by certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer to the Warrant Agent in immediately available funds. Such payment shall be in an amount equal to the product of the number of shares of Common Stock designated in such Warrant Exercise Notice multiplied by the Exercise Price for the Warrants being exercised, in each case as adjusted herein. Upon such surrender and payment, such Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares as set forth in clause (d) below and in accordance with clause (h) below).

Cash Payment. Subject to Following the provisions of this AgreementFinal Determination Date (or at any other later date specified by the Warrant Rights Holder in the Exercise Notice), including the limitations on ownership of Shares by Non-U.S. Citizens set forth in Section 5(m) and the adjustments contained in Section 6, each Warrant evidenced by a Global Warrant Certificate shall entitle the Holder thereof to purchase from the Company (and the Company shall issue and sell pay the portion of the Warrant Rights Value not exceeding the Relevant Threshold Amount in cash to the relevant bank account indicated by the Warrant Rights Holder or to such bank account of a third-party recipient nominated by the Warrant Rights Holder. In the absence of the Company opting for the issue of warrants pursuant to Clause 6.2 or when the Company opted for such issue of warrants but fails to obtain approval therefore from the board of directors of the Company within the framework of the authorized capital or from the shareholders’ meeting within 2 (two) one fully paid and nonassessable share of Common Stock at a price equal months from the notification set out in Clause 6.2, the first ​ ​ sentence shall also apply to the Exercise Price. All or any portion of the Warrants represented by a Global Warrant Certificate or in Rights Value exceeding the form of Direct Registration Warrants may be exercised by the registered Holder thereof during normal business hours on any Business Day, by delivering (A) written notice of such election (“Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent at the addresses set forth in Section 15 hereof no later than 5:00 p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice Relevant Threshold Amount. Any payment under this Clause 6.3 shall be made as soon as possible and in any case (i) substantially in with respect to the form set forth in Exhibit A-1 in portion of the case of Warrants represented by a Global Warrant Certificate Rights Value not exceeding the Relevant Threshold Amount, within 20 (twenty) Business Days following the Final Determination Date, and (ii) substantially with respect to the portion of the Warrant Rights Value exceeding the Relevant Threshold Amount, (a) within 20 (twenty) Business Days following the Final Determination Date in the form set forth in Exhibit A-2 hereto in the case of Direct Registration Warrants; and (B) by no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date, such Warrants to the Warrant Agent (by book-entry transfer through the facilities absence of the DepositoryCompany opting for the issue of warrants pursuant to Clause 6.2, if such Warrants are represented by or (b) within 10 (ten) Business Days following the expiry of a Global Warrant Certificate). Such Global Warrant Certificate and period of 2 (two) months from the documents referred notification set out in Clause 6.2 when the Company opted for the issue of warrants but fails to in clauses (A) and (B) obtain approval therefore from the board of directors of the immediately preceding sentence shall be accompanied by payment in full in respect of each Warrant that is exercised, which shall be made by certified or official bank or bank cashier’s check payable to Company within the order framework of the Company, authorized capital or by wire transfer to from the Warrant Agent in immediately available funds. Such payment shall be in an amount equal to the product of the number of shares of Common Stock designated in shareholders’ meeting within such Warrant Exercise Notice multiplied by the Exercise Price for the Warrants being exercised2 (two) months’ period, in each case as adjusted herein. Upon provided that such surrender and payment will not cause: (a) the Company’s Auditors issuing an opinion that the Company, following such payment, will no longer be considered a going concern; and (b) the cash runway of the Company (defined as cash on balance sheet divided by average monthly cash spent over the last 6 (six) months) to be lower than 12 (twelve) months. If the Company can not make the required payment in full due to any of the conditions set out in paragraph (a) and (b) being met, the Company can notify the Warrant Rights Holder that it elects to defer payment of the relevant portion of the Warrant Rights Value, it being understood that such Holder remaining portion shall thereupon in any event be entitled to receive paid within 3 (three) months following the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares as set forth in clause (d) below and in accordance with clause (h) below)Final Determination Date.

Cash Payment. Subject to the provisions of this Agreement, including the limitations on ownership of Shares by Non-U.S. Citizens set forth in Section 5(m) and the adjustments contained in Section 6, each Warrant evidenced by a Global Warrant Certificate or in the form of a Direct Registration Warrant shall entitle the Holder thereof to purchase from the Company (and the Company shall issue and sell to such Holder) one fully paid and nonassessable share of Common Stock at a price equal to the Exercise Price. All or any of the Warrants represented by a Global Warrant Certificate or in the form of Direct Registration Warrants may be exercised by the registered Holder thereof during normal business hours on any Business Day, by delivering (A) written notice of such election (“Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent at the addresses set forth in Section 15 14 hereof no later than 5:00 p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice shall be (ix) substantially in the form set forth in Exhibit A-1 in the case of Warrants represented by a Global Warrant Certificate and (ii) Certificate, substantially in the form set forth in Exhibit A-2 hereto B for VNR Common Unit Warrants and Exhibit D for VNR Preferred Unit Warrants and (y) in the case of Direct Registration Warrants, substantially in the form set forth in Exhibit E for VNR Common Unit Warrants and Exhibit F for VNR Preferred Unit Warrants; and (B) by no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date, such Warrants to the Warrant Agent (by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate). Such Global Warrant Certificate and the documents referred to in clauses clause (A) and (B) of the immediately preceding sentence shall be accompanied by payment in full in respect of to each Warrant that is exercised, which shall be made by certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer to the Warrant Agent in immediately available funds. Such payment shall be in an amount equal to the product of the number of shares of Common Stock designated in such Warrant Exercise Notice multiplied by the Exercise Price for the Warrants being exercised, in each case as adjusted herein. Upon such surrender and payment, such Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares as set forth in clause (d) below and in accordance with clause (h) below).

Cash Payment. Subject to the provisions of this Agreement, including the ▇▇▇▇▇ Act limitations on ownership and control of Shares capital stock of the Company by Non-U.S. Citizens Citizens, including those set forth in Section 5(m) hereof and the adjustments contained in Section 66 hereof, each Warrant evidenced by a Global Warrant Certificate shall entitle the Holder thereof to purchase from the Company (and the Company shall issue and sell to such Holder) one fully paid and nonassessable share of Common Stock (if applicable) Warrant Share at a price equal to the Exercise Price. All or any of the Warrants represented by a Global Warrant Certificate or in the form of Direct Registration Warrants may be exercised by the registered Holder thereof during normal business hours on any Business Day, by delivering (A) written notice of such election (a “Warrant Exercise Notice”) to exercise the Warrants to the Company (at the address set forth in Section 15 hereof) and the Warrant Agent at the addresses set forth in Section 15 hereof Warrant Agent Office, no later than 5:00 p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice shall be (i) substantially in the form “Form of Election” set forth in Exhibit A-1 B-1, in the case of Warrants represented by a Global Warrant Certificate or otherwise in accordance with applicable procedures of the Depository, (ii) substantially in the “Form of Election” set forth in Exhibit B-2, in the case of Warrants represented by Individual Warrant Certificates and (iiiii) substantially in the form set forth in Exhibit A-2 hereto B-3, in the case of Direct Registration Warrants; and (B) by no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date, such Warrants to the Warrant Agent (by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate). Such Global Warrant Certificate and the documents referred to in clauses (A) and (B) of the immediately preceding sentence shall be , accompanied by a Signature Guarantee and payment in full in respect of each Warrant that is exercised, exercised (which shall be made by delivery of a certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer to an account specified in writing by the Company or the Warrant Agent in immediately available fundsfunds or, in respect of any Global Warrant Certificate, otherwise in accordance with applicable procedures of the Depository). Such payment shall be in an amount equal to the product of the number of shares of Common Stock Warrant Shares designated in such Warrant Exercise Notice multiplied by the Exercise Price for the Warrants being exercised, in each case as adjusted herein. Upon such surrender and payment, such Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, and (if applicable) fully paid and nonassessable nonassessable, Warrant Shares as set forth in clause (dSection 5(d), Section 5(h) below and in accordance with clause (h) belowSection 5(i).

Cash Payment. Subject to the provisions of this Agreement, including the ▇▇▇▇▇ Act limitations on ownership of Warrant Shares by Non-U.S. Citizens set forth in Section 5(m) hereof and the adjustments contained in Section 66 hereof, each Warrant evidenced by a Global Warrant Certificate shall entitle the Holder thereof to purchase from the Company (and the Company shall issue and sell to such Holder) one fully paid and nonassessable share of Common Stock at a price equal to the Exercise Price. All Except as otherwise provided below, all or any of the Warrants represented by a Global Warrant Certificate or in the form of Direct Registration Warrants may be exercised by the registered Holder thereof or by such Holder’s Broker on behalf of such Holder during normal business hours on any Business Day, by delivering delivering (A) in the case of Warrants represented by a Warrant Certificate, written notice of such election (“Warrant Exercise Notice”) to exercise the Warrants to the Company (at the address set forth in Section 15) and the Warrant Agent at the addresses Warrant Agent Office, no later than 5:00 p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice shall be substantially in the form set forth in Exhibit A-2; (B) in the case of Warrants represented by a Global Warrant Certificate, a Warrant Exercise Notice to exercise Warrants to the Company (at the address set forth in Section 15 hereof 15) and the Warrant Agent at the Warrant Agent Office by no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date, which Warrant Exercise Notice shall be substantially in the form set forth in Exhibit A-1, and through delivery of such Warrants to the Warrant Agent (by book-entry transfer through the facilities of the Depository); and (C) in the case of Warrants in the form of Direct Registration Warrants, a Warrant Exercise Notice to exercise Warrants to the Company (at the address set forth in Section 15), the Holder’s Broker at the Broker Office indicated in such Warrant Exercise Notice, and the Warrant Agent at the Warrant Agent Office no later than 5:00 p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice shall be (i) in the case of an Alternative Warrant Exercise, substantially in the form set forth in Exhibit A-1 in the case of Warrants represented by a Global A-4 (an “Alternative Warrant Certificate Exercise Notice”) and (ii) otherwise, substantially in the form set forth in Exhibit A-2 hereto A-3; provided, however, that (y) at least one (1) but not more than ten Business Days prior to the date a Holder submits an Alternative Warrant Exercise Notice, such Holder shall have delivered, by email, written notice to the Company (at the address set forth in the case Section 15) of Direct Registration Warrants; such Holder’s intention to submit an Alternative Warrant Exercise Notice, but such notice shall not constitute a Warrant Exercise Notice and shall not be binding on such Holder and (Bz) by no an Alternative Warrant Exercise Notice must be delivered not later than 5:00 6:00 p.m., New York City time, on the Business Day immediately prior to day on which the Settlement Date, such Warrants to the related short sale order(s) is or are placed and filled. Such Warrant Agent Certificate (by book-entry transfer through the facilities of the Depository, if such Warrants are Warrant is represented by a Global Warrant Certificate). Such Global Warrant Certificate certificate) and the documents referred to in clauses (A), (B) and (BC) of the immediately preceding sentence shall be accompanied by payment in full in respect of each Warrant that is exercised, which shall be made by delivery of a certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer to an account specified in writing by the Company or the Warrant Agent in immediately available funds; provided, however, that in the event of an Alternative Warrant Exercise, such payment shall be made at or prior to the time of delivery of the Alternative Warrant Exercise Notice by wire transfer to an account specified in writing by the Company in immediately available funds. Such payment shall be in an amount equal to the product of the number of shares of Common Stock designated in such Warrant Exercise Notice multiplied by the Exercise Price for the Warrants being exercised, in each case as adjusted herein. Upon such surrender and payment, such Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares as set forth in clause (dSection 5(d) below and in accordance with clause (h) belowSection 5(h).

Cash Payment. Subject to the provisions of this Agreement, including the ▇▇▇▇▇ Act limitations on ownership and control of Shares capital stock of the Company by Non-U.S. Citizens Citizens, including those set forth in Section 5(m) and Section 5(n) hereof and the adjustments contained in Section 66 hereof, each Warrant evidenced by a Global Warrant Certificate shall entitle the Holder thereof to purchase from the Company (and the Company shall issue and sell to such Holder) one fully paid and nonassessable share of Common Stock Warrant Share at a price equal to the Exercise Price. All or any of the Warrants represented by a Global Warrant Certificate or in the form of Direct Registration Warrants may be exercised by the registered Holder thereof during normal business hours on any Business Day, by delivering (A) written notice of such election (a “Warrant Exercise Notice”) to exercise the Warrants to the Company (at the address set forth in Section 15 hereof) and the Warrant Agent at the addresses set forth in Section 15 hereof Warrant Agent Office, no later than 5:00 p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice shall be (i) substantially in the form “Form of Election” set forth in Exhibit A-1 B-1, in the case of Warrants represented by a Global Warrant Certificate or otherwise in accordance with applicable procedures of the Depository, (ii) substantially in the “Form of Election” set forth in Exhibit B-2, in the case of Warrants represented by Individual Warrant Certificates and (iiiii) substantially in the form set forth in Exhibit A-2 hereto B-3, in the case of Direct Registration Warrants; and (B) by no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date, such Warrants to the Warrant Agent (by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate). Such Global Warrant Certificate and the documents referred to in clauses (A) and (B) of the immediately preceding sentence shall be , accompanied by a Signature Guarantee and payment in full in respect of each Warrant that is exercised, exercised (which shall be made by delivery of a certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer to an account specified in writing by the Company or the Warrant Agent in immediately available fundsfunds or, in respect of any Global Warrant Certificate, otherwise in accordance with applicable procedures of the Depository). Such payment shall be in an amount equal to the product of the number of shares of Common Stock Warrant Shares designated in such Warrant Exercise Notice multiplied by the Exercise Price for the Warrants being exercised, in each case as adjusted herein. Upon such surrender and payment, such Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares as set forth in clause (dSection 5(d), Section 5(h) below and in accordance with clause (h) belowSection 5(i).

Cash Payment. Subject to the provisions of this Agreement, including the limitations on ownership of Shares by Non-U.S. Citizens set forth in Section 5(m) and the adjustments contained in Section 6, each Warrant evidenced by a Global Warrant Certificate shall entitle the Holder thereof to purchase from the Company (and the Company shall issue and sell to such Holder) one fully paid and nonassessable share of Common Stock at a price equal to the Exercise Price. All or any of the Warrants represented by a Global Warrant Certificate or in the form of Direct Registration Warrants may be exercised by the registered Holder thereof during normal business hours on any Business Day, by delivering (A) written notice of such election (“Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent at the addresses set forth in Section 15 hereof no later than 5:00 p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice shall be (i) substantially in the form set forth in Exhibit A-1 in the case of Warrants represented by a Global Warrant Certificate and Certificate, (ii) substantially in the form set forth in Exhibit A-2 in the case of Warrants represented by Individual Warrant Certificates and (iii) substantially in the form set forth in Exhibit A-3 hereto in the case of Direct Registration Warrants; and (B) by no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date, such Warrants to the Warrant Agent (by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate). Such Global Warrant Certificate and the documents referred to in clauses (A) and (B) of the immediately preceding sentence shall be accompanied by payment in full in respect of each Warrant that is exercised, which shall be made by certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer to the Warrant Agent in immediately available funds. Such payment shall be in an amount equal to the product of the number of shares of Common Stock designated in such Warrant Exercise Notice multiplied by the Exercise Price for the Warrants being exercised, in each case as adjusted herein. Upon such surrender and payment, such Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares as set forth in clause (d) below and in accordance with clause (h) below).

Cash Payment. Subject to the provisions of this Agreement, including the ▇▇▇▇▇ Act limitations on ownership and control of Shares capital stock of the Company by Non-U.S. Citizens Citizens, including those set forth in Section 5(m) and Section 5(n) hereof and the adjustments contained in Section 66 hereof, each Warrant evidenced by a Global Warrant Certificate shall entitle the Holder thereof to purchase from the Company (and the Company shall issue and sell to such Holder) one 10.27167 fully paid and nonassessable share of Common Stock Warrant Share at a price equal to the Exercise Price. All or any of the Warrants represented by a Global Warrant Certificate or in the form of Direct Registration Warrants may be exercised by the registered Holder thereof during normal business hours on any Business Day, by delivering (A) written notice of such election (a “Warrant Exercise Notice”) to exercise the Warrants to the Company (at the address set forth in Section 15 hereof) and the Warrant Agent at the addresses set forth in Section 15 hereof Warrant Agent Office, no later than 5:00 p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice shall be (i) substantially in the form “Form of Election” set forth in Exhibit A-1 A-1, in the case of Warrants represented by a Global Warrant Certificate or otherwise in accordance with applicable procedures of the Depository, (ii) substantially in the “Form of Election” set forth in Exhibit A-2, in the case of Warrants represented by Individual Warrant Certificates and (iiiii) substantially in the form set forth in Exhibit A-2 hereto A-3, in the case of Direct Registration Warrants; and (B) by no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date, such Warrants to the Warrant Agent (by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate). Such Global Warrant Certificate and the documents referred to in clauses (A) and (B) of the immediately preceding sentence shall be , accompanied by a Signature Guarantee and payment in full in respect of each Warrant that is exercised, exercised (which shall be made by delivery of a certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer to an account specified in writing by the Company or the Warrant Agent in immediately available fundsfunds or, in respect of any Global Warrant Certificate, otherwise in accordance with applicable procedures of the Depository). Such payment shall be in an amount equal to the product of the number of shares of Common Stock Warrant Shares designated in such Warrant Exercise Notice multiplied by the Exercise Price for the Warrants being exercised, in each case as adjusted herein. Upon such surrender and payment, such Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares as set forth in clause (dSection 5(d), Section 5(h) below and in accordance with clause (h) belowSection 5(i).