Failure of Exercise. If the CORPORATION fails to purchase all of the TRANSFER SHARES in the time period contemplated above, the CORPORATION shall have no right to purchase any of the TRANSFER SHARES and the HOLDER may, not later than 120 days following delivery to the CORPORATION of the TRANSFER NOTICE, conclude a transfer to the PROPOSED TRANSFEREE of the TRANSFER SHARES on the terms and conditions described in the TRANSFER NOTICE. Any proposed transfer on terms and conditions different from those described in the TRANSFER NOTICE, as well as any subsequent proposed transfer by the HOLDER or the PROPOSED TRANSFEREE, shall again be subject to the RIGHT OF FIRST REFUSAL.
Failure of Exercise. If within three (3) business days of a Holder’s exercise of this Warrant (in whole or in part) and payment of the Exercise Price (the “Stock Delivery Period”) the Company shall fail to issue and deliver to such Holder the number of shares of Stock to which such Holder is entitled upon such exercise or to issue a new Warrant representing the number shares remaining after a partial exercise as contemplated above (an “Exercise Failure”), in addition to all other available remedies which such Holder may pursue hereunder, under the Agreement, at law and in equity, the Company shall pay additional damages to such Holder on each business day after such third (3rd) business day that such exercise is not timely effected in an amount equal to 0.5% of (A) the sum of the number of shares of Stock not issued to the Holder on a timely basis and to which such holder is entitled and, in the event the Company has failed to deliver a new Warrant to the Holder, the number of shares of Stock issuable upon exercise of such new Warrant, as of the last possible date which the Company could have issued such new Warrant to such Holder, times (B) the Closing Bid Price (as hereinafter defined) of the Stock on the last possible date which the Company could have issued such Stock and such new Warrant, as the case may be, to such Holder. For the purposes hereof, “Closing Bid Price” means the last closing bid price per share on the registered national stock exchange on which the security is then listed, or if there is no such price on such date, then the closing bid price on such exchange on the date nearest preceding such date, or if such security is not listed on a registered national stock exchange, the closing bid price for a share of such security in the over the counter market, as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its function of reporting prices) at the close of business on such date. If the Closing Bid Price cannot be calculated for such security on such date on any of the foregoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company fails to pay the additional damages set forth above within five (5) business days of the date incurred, then such payments shall bear interest at the rate of 2.0% per month (pro rated for partial months) until such payments are made.
Failure of Exercise. In the event that Investor fails to exercise in full the right of first refusal within such thirty (30) day period, then the Company shall have one hundred twenty (120) days thereafter to sell the New Securities or the securities described in Section 8.2(a)(iii) or Section 8.2(a)(iv) with respect to which the Investor's rights of first refusal hereunder were not exercised, at a price and upon general terms not more favorable to the purchasers thereof than specified in the Company's Notice to Investor. In the event that the Company has not issued and sold the New Securities or the securities described in Section 8.2(a)(iii) or Section 8.2(a)(iv) within such one hundred twenty (120) day period, then the Company shall not thereafter issue or sell any such securities without again first offering such securities to Investor pursuant to this Section 8.
