Cashless Net Exercise. The Holder may exercise its right (the "NET EXERCISE RIGHT"), prior to and including the Expiration Date, to receive Warrant Shares on a net basis, such that, without the payment of cash, the Holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of the Warrant less that number of Warrant Shares having an aggregate fair market value (as defined below) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder of the Warrant Shares. The Holder may not exercise a Net Exercise Right unless the fair market value of the Warrant Shares receivable upon exercise of the Warrant (the "SURRENDERED WARRANT SHARES") is sufficient to satisfy the payment of the Exercise Price in full. The number of Warrant Shares to be issued pursuant to the Holder's exercise of the Net Exercise Right shall be computed using the following formula: Y(A-B) X= ---------- A where: X = the number of Warrant Shares to be issued to the Holder pursuant to this Section 2.4. Y = the number of Warrant Shares as to which the Net Exercise Right is being exercised. A = the fair market value of one Warrant Share, as determined in good faith by the Company's Board of Directors (the "BOARD"), as at the time the Net Exercise Right is exercised pursuant to this Section 2.4. B = the Exercise Price (as adjusted pursuant to Section 6 hereof). For purposes of this Section 2.4, "fair market value" per Warrant Share will be the last reported closing price of the Common Stock, which shall be (i) if the Common Stock is listed or admitted to trading on the New York Stock Exchange, the closing price on the NYSE-Composite Tape (or any successor composite tape reporting transactions on the New York Stock Exchange) or, if such a composite tape shall not be in use or shall not report transactions in the Common Stock, or if the Common Stock shall be listed on a stock exchange other than the New York Stock Exchange , the last reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading (which shall be the national securities exchange on which the greatest number of shares of the Common Stock have been traded during such thirty (30) consecutive trading days), or (ii) if the Common Stock is not listed or admitted to trading on a stock exchange, closing price of the Common Stock as reported by The Nasdaq Stock Market or a comparable system or, if the Common Stock is not admitted for quotation in the Nasdaq Stock Market or a comparable system, the average of the closing bid and asked prices for the then most recent day on which trading in the Common Stock had occurred, as furnished by the Nasdaq OTC Bulletin Board. In the absence of one or more such closing prices, the fair market value per Warrant Share shall be determined reasonably and in good faith by the Board as of the date of any such exercise.
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Cashless Net Exercise. The Holder may exercise its right (the "NET EXERCISE RIGHT"), prior to and including the Expiration Date, to receive Warrant Shares on a net basis, such that, without the payment of cash, the Holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of the Warrant less that number of Warrant Shares having an aggregate fair market value (as defined below) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder of the Warrant Shares. The Holder may not exercise a Net Exercise Right unless the fair market value of the Warrant Shares receivable upon exercise of the Warrant (the "SURRENDERED WARRANT SHARES") is sufficient to satisfy the payment of the Exercise Price in full. The number of Warrant Shares to be issued pursuant to the Holder's exercise of the Net Exercise Right shall be computed using the following formula: Y(A-B) X= ---------- ----------- A where: X = the number of Warrant Shares to be issued to the Holder pursuant to this Section 2.4. Y = the number of Warrant Shares as to which the Net Exercise Right is being exercised. A = the fair market value of one Warrant Share, as determined in good faith by the Company's Board of Directors (the "BOARD"), as at the time the Net Exercise Right is exercised pursuant to this Section 2.4. B = the Exercise Price (as adjusted pursuant to Section 6 hereof). For purposes of this Section 2.4, "fair market value" per Warrant Share will be the last reported closing price of the Common Stock, which shall be (i) if the Common Stock is listed or admitted to trading on the New York Stock Exchange, the closing price on the NYSE-Composite Tape (or any successor composite tape reporting transactions on the New York Stock Exchange) or, if such a composite tape shall not be in use or shall not report transactions in the Common Stock, or if the Common Stock shall be listed on a stock exchange other than the New York Stock Exchange , the last reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading (which shall be the national securities exchange on which the greatest number of shares of the Common Stock have been traded during such thirty (30) consecutive trading days), or (ii) if the Common Stock is not listed or admitted to trading on a stock exchange, closing price of the Common Stock as reported by The Nasdaq Stock Market or a comparable system or, if the Common Stock is not admitted for quotation in the Nasdaq Stock Market or a comparable system, the average of the closing bid and asked prices for the then most recent day on which trading in the Common Stock had occurred, as furnished by the Nasdaq OTC Bulletin Board. In the absence of one or more such closing prices, the fair market value per Warrant Share shall be determined reasonably and in good faith by the Board as of the date of any such exercise.
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