Common use of Exercise Options Clause in Contracts

Exercise Options. (a) Cash In Lieu of Exercise. At any time prior to the Expiration Date, the ------------------------ Holder may notify the Company of its intent to exchange the Warrants represented by the Warrant Certificates in whole or in part (a "Warrant Exchange") into the number of fully paid and non-assessable shares of Common Stock determined in accordance with this Section 13, by surrendering such Warrant Certificate(s) at the principal office of the Company or at the office of its Transfer Agent, accompanied by a notice stating such Holder's intent to effect such exchange and the number of Warrants to be exchanged (the "Notice of Exchange"). Upon receipt of a Notice of Exchange, the Company shall have the option in its sole discretion to pay to Holder cash in lieu of Common Stock issuable upon Holder's exercise of Warrants, if, on a fully diluted basis, Holder's total ownership in the Company on the date of a Notice of Exchange (defined below) exceeds ten percent (10%) of the total outstanding Common Stock on the date on which the Notice of Exchange is received by the Company. For the purpose of this Section 13(a), "ownership" means Holder's ownership of the Company's Common or Preferred Stock and securities convertible into shares of Common or Preferred Stock. If the Company elects to exercise its cash payment option under this Section 13(a), the Company shall notify Holder of such election within five (5) days of the Company's receipt of the Notice of Exchange. If the Company elects to exercise its cash payment option, the Company shall pay to Holder in cash an amount per share equal to the difference between the Exercise Price and Market Price. The Company shall pay any cash due to Holder as follows: one third of such sum within ten (10) days of the date of the Company's receipt of the Notice of Exchange and the balance in cash paid one third thereof on each of the first and second anniversaries of the day after the date of Notice of Exchange. Any unpaid sums shall accrue interest at six percent (6%) per year.

Exercise Options. (a) Cash In Lieu of Exercise. At any time prior to the Expiration Date, ------------------------ the ------------------------ Holder may notify the Company of its intent to exchange the Warrants represented by the Warrant Certificates in whole or in part (a "Warrant Exchange") into the number of fully paid and non-assessable shares of Common Stock determined in accordance with this Section 13, by surrendering such Warrant Certificate(s) at the principal office of the Company or at the office of its Transfer Agent, accompanied by a notice stating such Holder's intent to effect such exchange and the number of Warrants to be exchanged (the "Notice of Exchange"). Upon receipt of a Notice of Exchange, the Company shall have the option in its sole discretion to pay to Holder cash in lieu of Common Stock issuable upon Holder's exercise of Warrants, if, on a fully diluted basis, Holder's total ownership in the Company on the date of a Notice of Exchange (defined below) exceeds ten percent (10%) of the total outstanding Common Stock on the date on which the Notice of Exchange is received by the Company. For the purpose of this Section 13(a), "ownership" means Holder's ownership of the Company's Common or Preferred Stock and securities convertible into shares of Common or Preferred Stock. If the Company elects to exercise its cash payment option under this Section 13(a), the Company shall notify Holder of such election within five (5) days of the Company's receipt of the Notice of Exchange. If the Company elects to exercise its cash payment option, the Company shall pay to Holder in cash an amount per share equal to the difference between the Exercise Price and Market Price. The Company shall pay any cash due to Holder as follows: one third of such sum within ten (10) days of the date of the Company's receipt of the Notice of Exchange and the balance in cash paid one third thereof on each of the first and second anniversaries of the day after the date of Notice of Exchange. Any unpaid sums shall accrue interest at six percent (6%) per year.