Common use of Exercise of Warrant Certificates Clause in Contracts

Exercise of Warrant Certificates. The purchase rights granted hereunder will be exercisable as to twenty percent (20%) of the Total Exercise Number as of September 30, 2000, and the right to exercise with respect to an additional twenty percent (20%) of the Total Exercise Number will accrue on each September 30th thereafter that the Service Agreement is in effect (each a "Vesting Date") and will be cumulative; provided that if the Service Agreement is terminated for any reason, the vesting schedule will terminate at that time as well and only that portion of the Warrant which had vested prior to the date of termination will be considered vested and exercisable. Except as otherwise provided for herein, the term of the Warrant Certificates and the right to purchase Common Stock as described therein shall commence on the Vesting Date of such Warrant Certificate and will end on the earlier of (i) the third month following termination of the Service Agreement or (ii) September 30, 2006 (the "Exercise Period"). Shares of Common Stock purchased upon exercise of each Warrant Certificate shall at the time of purchase be paid for in full. To the extent that the right to purchase shares has accrued hereunder, the Warrant Certificates may be exercised by written notice to the Company in the form attached to the Warrant Certificates, which specifies an exercise date (the "Date of Exercise"), accompanied by full payment for the shares by wire transfer or certified or official bank check or the equivalent thereof acceptable to Company. Upon the initial exercise of a Warrant Certificate, Client and the Company shall execute and enter into the Stockholders Agreement attached hereto as Exhibit B (the "Stockholders Agreement"). At the time of delivery, the Company shall, without stock transfer tax to the holder of the Warrant Certificate ("Holder"), deliver to the Holder (or to such other person as the Holder directs) at the principal office of the Company, or such other place as shall be mutually agreed upon, a certificate or certificates for such shares, provided, however, that the time of delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any requirements of law. The Company at the time of exercise will require in addition that the registered owner of the shares deliver an executed copy of the Stockholder Agreement, an investment representation in form acceptable to the Company, and the Company will place a legend on the certificate for such Common Stock restricting the transfer of same. At no time shall the Company have any obligation or duty to register under the Securities Act of 1933 (the "1933 Act") the Common Stock issuable upon exercise of a Warrant Certificate.

Exercise of Warrant Certificates. The purchase rights granted hereunder will be exercisable as to twenty percent (20%) of the Total Exercise Number as of September 30on April 1, 2000, 2003 and the right to exercise with respect to an additional twenty percent (20%) of the Total Exercise Number will accrue on each September 30th thereafter that of the Service Agreement is in effect next four anniversaries of such date (each a "Vesting Date") and will be cumulative; provided provided, however, that if on any Vesting Date the Company no longer serves as the exclusive vendor of integrated pharmacy benefit management services for Client, or, if prior to any Vesting Date the Client exercises its rights under Section 3(j) of the Service Agreement is terminated Agreement, then the scheduled vesting for any reason, the vesting schedule will terminate at that time as well and only that portion of the Warrant which had vested prior to the such date of termination will be considered vested and exercisableforfeited. Except as otherwise provided for herein, the term of the Warrant Certificates and the right to purchase Common Stock as described therein shall commence on the Vesting Date of such Warrant Certificate and will end on the earlier of (i) the third month following termination of the Service Agreement or (ii) September 30April 1, 2006 2008 (the "Exercise Period"). Shares of Common Stock purchased upon exercise of each Warrant Certificate shall at the time of purchase be paid for in full. To the extent that the right to purchase shares has accrued hereunder, the Warrant Certificates may be exercised by written notice to the Company in the form attached to the Warrant Certificates, which specifies an exercise date (the "Date of Exercise"), accompanied by full payment for the shares by wire transfer or certified or official bank check or the equivalent thereof acceptable to Company. Upon the initial exercise of a Warrant Certificate, Client and the Company shall execute and enter into the Stockholders Agreement attached hereto as Exhibit B (the "Stockholders Agreement"). At the time of delivery, the Company shall, without stock transfer tax to the holder of the Warrant Certificate ("Holder"), deliver to the Holder (or to such other person as the Holder directs) at the principal office of the Company, or such other place as shall be mutually agreed upon, a certificate or certificates for such shares, provided, however, that the time of delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any requirements of law. The Company at the time of exercise will require in addition that the registered owner of the shares deliver an executed copy of the Stockholder Agreement, an investment representation in form acceptable to the Company, and the Company will place a legend on the certificate for such Common Stock restricting the transfer of same. At no time shall the Company have any obligation or duty to register under the Securities Act of 1933 (the "1933 Act") the Common Stock issuable upon exercise of a Warrant Certificate.

Exercise of Warrant Certificates. The purchase rights granted hereunder will be exercisable as to twenty percent (20%) of the Total Exercise Number as of September 30, 2000the first anniversary of the effective date of the First Amendment, and the right to exercise with respect to an additional twenty percent (20%) of the Total Exercise Number will accrue on each September 30th thereafter that of the Service Agreement is in effect next four anniversaries of the effective date of the First Amendment (each a "Vesting Date") and will be cumulative; provided provided, however, that if on any vesting date the Service number of lives for which the Company is providing integrated pharmacy benefit management services under the Services Agreement is terminated less 260,000, then the scheduled vesting for any reason, the vesting schedule will terminate at that time as well and only that portion of the Warrant which had vested prior to the such date of termination will be considered vested and exercisableforfeited. The Warrant Certificates may be exercised only so long as the Company is the exclusive vendor of integrated pharmacy benefit management services for Client. Except as otherwise provided for herein, the term of the Warrant Certificates and the right to purchase Common Stock as described therein shall commence on the Vesting Date of such Warrant Certificate and will end on the earlier of (i) April 1, 2005 or three months following the third month following termination date of the Service Services Agreement or (ii) September 30, 2006 (the "Exercise Period"). Shares of Common Stock purchased upon exercise of each Warrant Certificate shall at the time of purchase be paid for in full. To the extent that the right to purchase shares has accrued hereunder, the Warrant Certificates may be exercised by written notice to the Company in the form attached to the Warrant Certificates, which specifies an exercise date (the "Date of Exercise"), accompanied by full payment for the shares by wire transfer or certified or official bank check or the equivalent thereof acceptable to Company. Upon the initial exercise of a Warrant Certificate, Client and the Company shall execute and enter into the Stockholders Agreement attached hereto as Exhibit B (the "Stockholders Agreement"). At the time of delivery, the Company shall, without stock transfer tax to the holder of the Warrant Certificate ("Holder"), deliver to the Holder (or to such other person as the Holder directs) at the principal office of the Company, or such other place as shall be mutually agreed upon, a certificate or certificates for such shares, provided, however, that the time of delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any requirements of law. The Company at the time of exercise will require in addition that the registered owner of the shares deliver an executed copy of the Stockholder Agreement, an investment representation in form acceptable to the Company, and the Company will place a legend on the certificate for such Common Stock restricting the transfer of same. At no time shall the Company have any obligation or duty to register under the Securities Act of 1933 (the "1933 Act") the Common Stock issuable upon exercise of a Warrant Certificate.

Exercise of Warrant Certificates. The purchase rights granted hereunder will be exercisable as to twenty percent (20%) of the Total Exercise Number as of September 30, 2000the first anniversary of the effective date of the Services Agreement, and the right to exercise with respect to an additional twenty percent (20%) of the Total Exercise Number will accrue on each September 30th thereafter that of the Service next four anniversaries of the effective date of the Services Agreement is in effect (each a "Vesting Date") and will be cumulative; provided provided, however, that if on any vesting date the Service number of lives for which the Company is providing integrated pharmacy benefit management services under the Services Agreement is terminated less than four (4) million, then the scheduled vesting for any reasonsuch date will be forfeited. The Warrant Certificates may be exercised only so long as the Company is the exclusive vendor of integrated pharmacy benefit management services for FHS, consistent with and subject to the vesting schedule will terminate at that time as well terms and only that portion conditions of the Warrant which had vested prior to the date of termination will be considered vested and exercisableServices Agreement. Except as otherwise provided for herein, the term of the Warrant Certificates and the right to purchase Common Stock as described therein shall commence on the Vesting Date of such Warrant Certificate and will end on the earlier of (i) February 26, 2005 or three months following the third month following termination date of the Service Services Agreement or (ii) September 30, 2006 (the "Exercise Period"). Shares of Common Stock purchased upon exercise of each Warrant Certificate shall at the time of purchase be paid for in full. To the extent that the right to purchase shares has accrued hereunder, the Warrant Certificates may be exercised by written notice to the Company in the form attached to the Warrant Certificates, which specifies an exercise date (the "Date of Exercise"), accompanied by full payment for the shares by wire transfer or certified or official bank check or the equivalent thereof acceptable to Company. Upon the initial exercise of a Warrant Certificate, Client FHS and the Company shall execute and enter into the Stockholders Agreement attached hereto as Exhibit B (the "Stockholders Agreement"). At the time of delivery, the Company shall, without stock transfer tax to the holder of the Warrant Certificate ("Holder"), deliver to the Holder (or to such other person as the Holder directs) at the principal office of the Company, or such other place as shall be mutually agreed upon, a certificate or certificates for such shares, provided, however, that the time of delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any requirements of law. The Company at the time of exercise will require in addition that the registered owner of the shares deliver an executed copy of the Stockholder Agreement, an investment representation in form acceptable to the Company, and the Company will place a legend on the certificate for such Common Stock restricting the transfer of same. At no time shall the Company have any obligation or duty to register under the Securities Act of 1933 (the "1933 Act") the Common Stock issuable upon exercise of a Warrant Certificate.