Common use of Issuance of Common Stock Clause in Contracts

Issuance of Common Stock. Upon due exercise of Warrants evidenced by any Warrant Certificate in conformity with the foregoing provisions of Section 3.2(c), the Warrant Agent shall, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver to the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two (2) Business Days after the Exercise Date referred to below, (i) determine the number of shares of Common Stock issuable pursuant to exercise of such Warrants pursuant to Section 3.7 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”).

Issuance of Common Stock. Upon due exercise of Warrants evidenced by any Warrant Certificate in conformity with the foregoing provisions of Section 3.2(c), the Warrant Agent shall, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver to the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any all funds, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two five (25) Business Days after the Exercise Date referred to below, (i) determine the number of shares of Common Stock issuable pursuant to exercise of such Warrants pursuant to Section 3.6 or, if Cashless Exercise applies, Section 3.7 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”).

Issuance of Common Stock. Upon due exercise of Warrants evidenced by If at any Warrant Certificate in conformity with the foregoing provisions of Section 3.2(c), the Warrant Agent shall, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver time or from time to time the Company the Exercise Form received pursuant to shall (except as hereinafter provided in this Section 3.2(c)(i5(a)(iii), deliver ) issue or deposit sell any funds, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two (2) Business Days after the Exercise Date referred to below, (i) determine the number of additional shares of Common Stock issuable pursuant for a consideration per share less than the Trigger Price Per Share, then, effective on the date specified below, the Exercise Price shall be reduced to exercise the consideration per share received by the Company; provided, however, in no event shall the Exercise Price be adjusted upwards. The date as of which the Trigger Price Per Share shall be computed and the Exercise Price adjusted shall be the earlier of the date on which the Company shall enter into a firm contract or commitment for the issuance of such Warrants pursuant to Section 3.7 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures additional shares of Common Stock in book-entry form or the date of actual issuance of such additional shares of Common Stock. The provisions of this Section 5(a)(iii) shall not apply to be so held through the facilities any issuance of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number of additional shares of Common Stock issuable upon such exercise (based for which an adjustment is otherwise provided under Section 5(a)(i) hereof or any Distribution. No adjustment of the Exercise Price shall be made under this Section 5(a)(iii) upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu issuance of any fractional share(s), if the Company so elects pursuant to Section 5.2. The additional shares of Common Stock which are issued pursuant to (1) the exercise of this Warrant in book-entry form whole or certificate in part (2) any other Exempt Issuances, (3) the exercise of other subscription or certificates representing shares purchase rights or (4) the exercise of Common Stock so delivered any conversion or exchange rights in any Convertible Securities, provided that for purposes of clauses (3) or (4) an adjustment shall be, to previously have been made upon the extent possible, in issuance of such denomination other rights or denominations as upon the issuance of such Holder shall request in Convertible Securities (or upon the applicable Exercise Form and shall be registered issuance of any warrants or otherwise placed in the name of, and delivered to, the Holder or, subject other rights therefor) pursuant to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)5(a)(iv) hereof.

Issuance of Common Stock. Upon due exercise receipt of Warrants evidenced by any Warrant Certificate the documents and payments or shares described in conformity with the foregoing provisions of Section 3.2(c3(a), the Warrant Agent Corporation shall, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver to the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two (2) Business Days after the Exercise Date referred to below, (i) determine the number of shares of Common Stock issuable pursuant to exercise of such Warrants pursuant to Section 3.7 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates10 business days thereafter, execute or cause to be executed executed, and deliver or cause to be delivered to the Recipient (as defined below) such holder a certificate or certificates representing, in case of (x) and (y), representing the aggregate number of full shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determinedexercise, together with an amount in cash in lieu of any fractional share(s)fraction of a share, if the Company so elects pursuant to Section 5.2as hereinafter provided. The stock certificate or certificates so delivered shall be in the denomination specified in said notice and shall be registered in the name of the holder hereof. This Warrant shall be deemed to have been exercised and a certificate or certificates for shares of Common Stock shall be deemed to have been issued, and the holder hereof or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes as of the date said notice, together with this Warrant and the documents and payments or shares described in book-entry form or Section 3(a), is received by the Corporation as aforesaid. If this Warrant shall have been exercised in part, the Corporation shall, at the time of delivery of said certificate or certificates representing certificates, deliver to the holder hereof a new Warrant evidencing the rights of such holder to purchase the unpurchased shares of Common Stock so delivered called for by this Warrant, which new Warrant shall bein all other respects be identical with this Warrant. The Corporation shall pay all expenses and any and all United States federal, state and local taxes and other charges that may be payable in connection with the preparation, issue and delivery of stock certificates under this Section 3, except that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of the shares of Common Stock issuable upon exercise in a name other than that of the holder who shall have surrendered the same in exercise of the subscription right evidenced thereby. The Corporation covenants that all shares of Common Stock issued upon exercise of this Warrant will, upon payment (or deemed payment in the case of cashless exercise) of the Exercise Price, be duly authorized and validly issued, fully paid and nonassessable, free of preemptive rights and, except for any tax payable by the holder pursuant to the extent possiblepreceding sentence, free from all taxes, liens, charges and security interests with respect to the issue thereof. The Corporation shall from time to time use its reasonable best efforts to take all action which may be necessary to obtain and keep effective any and all permits, consents and approvals of governmental agencies and authorities and securities act filings under federal and state laws which may be or become required in such denomination or denominations as such Holder shall request in connection with the applicable Exercise Form issuance, sale, transfer and shall be registered or otherwise placed in delivery of this Warrant, the name ofexercise of this Warrant, and delivered tothe issuance, sale, transfer and delivery of the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)shares of Common Stock issued upon exercise of this Warrant.

Issuance of Common Stock. Upon due exercise of Warrants evidenced by any Warrant Statement or Warrant Certificate in conformity with the foregoing provisions of Section 3.2(c), the Warrant Agent shall, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is receivedreceived (as promptly confirmed in writing by the Company), shall deliver to the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, all funds received in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two (2) Business Days after the Exercise Date referred to below, (i) determine the number of shares of Common Stock issuable pursuant to exercise of such Warrants pursuant to Section 3.8 or, if Cashless Exercise applies, Section 3.7 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the shares of Common Stock may not then be held in book-entry form through the facilities of DTC, shares of Common Stock in book entry form in an amount equal to, or duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Warrant Statements or Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) shares of Common Stock in book entry form in an amount equal to, or a certificate or certificates representing, in case of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”).

Issuance of Common Stock. Upon due exercise On or before the first Business Day following the date on which the Company has received the properly completed and duly executed Notice of Warrants evidenced by any Warrant Certificate in conformity with the foregoing provisions of Section 3.2(c)Exercise, the Warrant Agent shall, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver Company shall transmit by email a confirmation of receipt of the Notice of Exercise to the Company applicable Holder and the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its accountWarrant Agent. The Company shall thereuponcause the Warrant Shares purchased hereunder to be transmitted by the Warrant Agent to such Holder by crediting such Holder’s (or its specified designee’s) balance account with DTC through its Deposit or Withdrawal at Custodian (“DWAC”) system, as promptly as practicableif the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by such Holder or (B) the Warrant Shares are eligible for resale by such Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the applicable Warrants), and otherwise by physical delivery of a certificate, registered in any event within the Company’s share register in the name of such Holder or its specified designee, for the number of Warrant Shares to which such Holder is entitled pursuant to such exercise to the address specified by such Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Business Trading Days after the delivery to the Company of the Notice of Exercise Date referred to belowand the Exercise Price, (i) determine the number of shares of Common Stock issuable pursuant to exercise of such Warrants pursuant to Section 3.7 if applicable, and (ii) the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and the Exercise Price, if applicable (x) such date, the “Warrant Share Delivery Date”). Upon delivery of the properly completed and duly executed Notice of Exercise and, if applicable, payment of the Aggregate Exercise Price in respect thereof, such Holder shall be deemed for all corporate purposes to have become the case holder of record of the Warrant Shares with respect to which the applicable Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares. If the Company fails to cause the Warrant Agent to transmit to such Holder such Warrant Shares on or before the Warrant Share Delivery Date, then such Holder will have the right to rescind such exercise. The Company reserves the right to reject any and all Notices of Exercise that it reasonably determines are not in proper form, provided that the Company shall promptly notify the exercising Holder of any such rejection. The Company reserves the right to waive any of the conditions to any particular exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) any defects in the case Notice(s) of Exercise with respect to any particular exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)Warrants.

Issuance of Common Stock. Upon due exercise of Warrants evidenced by any Warrant Certificate in conformity with FURTHER RESOLVED, that the foregoing provisions of Section 3.2(c)Corporation is hereby authorized to issue to Lincoln Park Capital Fund, the Warrant Agent shallLLC, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver to the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two (2) Business Days after the Exercise Date referred to below, (i) determine the number of 407,332 shares of Common Stock issuable as Commitment Shares and that upon issuance of the Commitment Shares pursuant to exercise the Purchase Agreement the Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares of such Warrants Common Stock upon the purchase of Purchase Shares up to the Available Amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to Section 3.7 the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and (ii) (x) nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation shall initially reserve 14,977,283 shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement. Approval of Actions FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Corporation and to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Corporation to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the case name of exercise of Warrants evidenced by a Global Warrant Certificatethe Corporation, deliver to take or cause to be delivered taken all such further actions and to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute and deliver or cause to be executed and deliver delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or cause desirable to be delivered to carry into effect the Recipient (as defined below) a certificate or certificates representing, in case of (x) purpose and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu intent of any fractional share(s), if and all of the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name offoregoing resolutions, and delivered to, that all actions heretofore taken by any officer or director of the Holder or, subject to Section 3.4, such other Person as shall be designated Corporation in connection with the transactions contemplated by the Holder agreements described herein are hereby approved, ratified and confirmed in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)all respects.

Issuance of Common Stock. Upon due exercise receipt of Warrants evidenced by any Warrant Certificate the documents and payments or shares described in conformity with the foregoing provisions of Section 3.2(c3(a), the Warrant Agent Corporation shall, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver to the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two (2) Business Days after the Exercise Date referred to below, (i) determine the number of shares of Common Stock issuable pursuant to exercise of such Warrants pursuant to Section 3.7 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates10 business days thereafter, execute or cause to be executed executed, and deliver or cause to be delivered to the Recipient (as defined below) such holder a certificate or certificates representing, in case of (x) and (y), representing the aggregate number of full shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determinedexercise, together with an amount in cash in lieu of any fractional share(s)fraction of a share, if the Company so elects pursuant to Section 5.2as hereinafter provided. The stock certificate or certificates so delivered shall be in the denomination specified in said notice and shall be registered in the name of the holder hereof. This Warrant shall be deemed to have been exercised and a certificate or certificates for shares of Common Stock shall be deemed to have been issued, and the holder hereof or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes as of the date said notice, together with this Warrant and the documents and payments or shares described in book-entry form or Section 3(a), is received by the Corporation as aforesaid. If this Warrant shall have been exercised in part, the Corporation shall, at the time of delivery of said certificate or certificates representing certificates, deliver to the holder hereof a new Warrant evidencing the rights of such holder to purchase the unpurchased shares of Common Stock so delivered called for by this Warrant, which new Warrant shall bein all other respects be identical with this Warrant. The Corporation shall pay all expenses and any and all United States Federal, state and local taxes and other charges that may be payable in connection with the preparation, issue and delivery of stock certificates under this Section 3, except that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of the shares of Common Stock issuable upon exercise in a name other than that of the holder who shall have surrendered the same in exercise of the subscription right evidenced thereby. The Corporation covenants that all shares of Common Stock issued upon exercise of this Warrant will, upon payment (or deemed payment in the case of cashless exercise) of the Exercise Price, be duly authorized and validly issued, fully paid and nonassessable, free of preemptive rights and, except for any tax payable by the holder pursuant to the extent possiblepreceding sentence, free from all taxes, liens, charges and security interests with respect to the issue thereof. The Corporation shall from time to time take all action which may be necessary to obtain and keep effective any and all permits, consents and approvals of governmental agencies and authorities and securities act filings under federal and state laws which may be or become required in such denomination or denominations as such Holder shall request in connection with the applicable Exercise Form issuance, sale, transfer and shall be registered or otherwise placed in delivery of this Warrant, the name ofexercise of this Warrant, and delivered tothe issuance, sale, transfer and delivery of the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)shares of Common Stock issued upon exercise of this Warrant.

Issuance of Common Stock. Upon due exercise Unless a Termination Event shall have occurred on or prior to the Stock Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Stock Purchase Date, upon the Company’s receipt of Warrants evidenced payment in full of the Purchase Price for the Common Stock purchased by any Warrant Certificate in conformity with the Holders pursuant to the foregoing provisions of this Article and subject to Section 3.2(c5.06(b) or the Company’s exercise of its rights as a secured party pursuant to Section 5.04(b)(iii), the Warrant Agent shallCompany shall issue and deposit with the Purchase Contract Agent, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver to for the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day benefit of the amount Holders of funds so deposited to its account. The Company shall thereuponthe Outstanding Units, as promptly as practicable, and in any event within two (2) Business Days after one or more certificates representing the Exercise Date referred to below, (i) determine the number of newly issued shares of Common Stock, registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Stock issuable pursuant Purchase Date, being hereinafter referred to exercise as the “Purchase Contract Settlement Fund”), to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Purchase Contract Agent on or after the Stock Purchase Date, together with settlement instructions thereon duly completed and executed, the Holder of such Warrants pursuant Certificate shall be entitled to Section 3.7 and (ii) (x) receive in the case exchange therefor a certificate representing that number of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares whole Shares of Common Stock in book-entry form which such Holder is entitled to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered receive pursuant to the Recipient provisions of this Article V (as defined belowafter taking into account all Units then held by such Holder) a certificate or certificates representing, in case of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of fractional shares as provided in Section 5.12 and any fractional share(s)dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, if but without any interest thereon, and the Company Certificate so elects pursuant to Section 5.2surrendered shall forthwith be cancelled. The Such shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, of the Holder or, subject to Section 3.4, such other Person or the Holder’s designee as shall be designated specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Exercise Form (Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of such Certificate or has established to the satisfaction of the Company that such other Person being referred to herein as the “Recipient”)tax either has been paid or is not payable.

Issuance of Common Stock. Upon due exercise Unless a Termination Event shall have occurred on or prior to the Purchase Contract Settlement Date or an Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon its receipt of Warrants evidenced payment in full of the Purchase Price for the Common Stock purchased by any Warrant Certificate in conformity with the Holders pursuant to the foregoing provisions of this Article and subject to Section 3.2(c5.4(b), the Warrant Company shall issue and deposit with the Agent, for the benefit of the Holders of the Outstanding Securities, one or more certificates representing the newly issued Common Stock registered in the name of the Agent shall(or its nominee) as custodian for the Holders (such certificates for Common Stock, when actions specified in Section 3.2(c)(itogether with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver to which the Holders are entitled hereunder. Subject to the Company foregoing, upon surrender of a Certificate to the Exercise Form received pursuant to Section 3.2(c)(i)Agent on or after the Purchase Contract Settlement Date, deliver or deposit any fundstogether with settlement instructions thereon duly completed and executed, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end Holder of such day of the amount of funds so deposited Certificate shall be entitled to its account. The Company shall thereupon, as promptly as practicable, and receive in any event within two (2) Business Days after the Exercise Date referred to below, (i) determine the exchange therefor a certificate representing that number of whole shares of Common Stock issuable which such Holder is entitled to receive pursuant to exercise the provisions of this Article Five (after taking into account all Securities then held by such Warrants pursuant Holder) together with cash in lieu of fractional shares as provided in Section 5.8 and any dividends or distributions with respect to Section 3.7 such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and (ii) (x) the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the case name of exercise of Warrants evidenced the Holder or the Holder's designee as specified in the settlement instructions provided by a Global Warrant Certificate, deliver or cause to be delivered the Holder to the Recipient (as defined below) in accordance with the Applicable Procedures Agent. If any shares of Common Stock issued in book-entry form respect of a Purchase Contract are to be so held through registered to a Person other than the facilities Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of DTC such registration in an amount equal to, or, if a name other than that of the Common Stock may not then be held in book-entry form through registered Holder of the facilities of DTC, duly executed certificates representing, Certificate evidencing such Purchase Contract or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered has established to the Recipient (as defined below) a certificate or certificates representing, in case satisfaction of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form that such tax either has been paid or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)is not payable.

Issuance of Common Stock. (a) Upon due receipt of the documents and payments described in Section 3.1 hereof, the Company shall, within five (5) Business Days, (x) if a registration statement relating to the shares of Common Stock issuable upon exercise of Warrants evidenced by any this Warrant Certificate in conformity with is effective, and the foregoing provisions of Section 3.2(c), Company’s transfer agent for its Common Stock (the Warrant Agent shall, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii“Transfer Agent”) is receivedparticipating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, cause to be credited such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, or (y) issue and deliver to the Company address as specified in the Exercise Form received pursuant to Section 3.2(c)(i)Form, deliver or deposit any fundsa certificate, registered in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day name of the amount of funds so deposited to Holder or its account. The Company shall thereupondesignee, as promptly as practicable, and in any event within two (2) Business Days after the Exercise Date referred to below, (i) determine for the number of shares of Common Stock issuable to which the Holder is entitled pursuant to exercise of such Warrants pursuant to Section 3.7 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determinedexercise, together with an amount in cash in lieu of any fractional share(s)fraction of a share, if the Company so elects pursuant to Section 5.2as hereinafter provided. The shares of Common Stock in book-entry form credit or stock certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request be in the applicable denomination specified in the Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (of the Holder or its permitted designee (as specified in the Exercise Form). This Warrant shall be deemed to have been exercised and a certificate or certificates for shares of Common Stock shall be deemed to have been issued, and the Holder or its permitted designee (as specified in the Exercise Form) shall be deemed to have become a holder of such shares for all purposes as of the close of business on the date on which the Exercise Form and payments described in Section 3.1 hereof, are received by the Company as aforesaid. The Holder of the Warrant shall tender this Warrant to the Company within a reasonable period of time after exercise pursuant to Section 3.1, but in any event within five (5) Business Days. Upon receipt of the tendered Warrant, unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company shall deliver to the Holder or its permitted designee (as specified in the Exercise Form) a new Warrant evidencing the rights of such holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other Person being referred respects be identical with this Warrant. The tender and exchange of this Warrant when partially exercised and the delivery by the Company of a replacement Warrant pursuant to herein as the “Recipient”)preceding sentence, shall not be required for the Holder to exercise this Warrant to purchase any unpurchased shares of Common Stock called for by this Warrant. The Company shall pay any documentary or issue stamp taxes attributable to the issuance of this Warrant, a replacement Warrant or the shares of Common Stock issuable upon exercise of this Warrant.

Issuance of Common Stock. Upon due exercise of Warrants evidenced by any Warrant Certificate in conformity with the foregoing provisions of Section 3.2(c), the Warrant The Transfer Agent shall, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received, shall deliver to the Company Investors certificates representing Common Stock due upon conversion of the Exercise Form received pursuant to Section 3.2(c)(i), deliver Debentures and exercise of the Warrants not bearing any restrictive legend without requiring further advice or deposit any funds, in accordance with Section 3.3, received as instructed in writing by instruction or additional documentation from the Company and advise or its counsel, or the Company by telephone at Investors or their counsel or any other party, as per the end terms of such day these instructions. At any time after the effective date of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two (2) Business Days after applicable registration statement covering the Exercise Date referred to below, (i) determine the number of shares of Common Stock issuable pursuant underlying the Debentures and/or Warrants (provided that the Company has not informed the Transfer Agent in writing that such registration statement is not effective) upon any surrender of one or more certificates which bear the Legend, to exercise the extent accompanied by (i) a notice requesting the issuance of such Warrants pursuant new certificates free of the Legend to Section 3.7 and replace those surrendered, (ii) a confirmation in writing to the Transfer Agent that the Investor(s) has sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a bona fide transaction to a third party that is not an affiliate of the Company; and (xiii) the Investor(s) confirms to the Transfer Agent that it has complied with the prospectus delivery requirement the Transfer Agent shall deliver to the Investors the certificates representing the Common Stock not bearing the Legend, in such names and denominations as the case of exercise of Investors shall request. In the event a registration statement is not filed by the Company, or for any reason the registration statement which is filed by the Company is not declared effective by the Securities and Exchange Commission, the Investor(s), or its permitted assignee, or its broker(s) confirms to the Transfer Agent that (i) the Investor(s) has held the Debentures and/or Warrants evidenced by a Global Warrant Certificatefor at least one year, deliver or cause to (ii) counting the shares surrendered as being sold upon the date the unlegended certificates would be delivered to the Recipient Investor(s) (as defined belowor the Trading Day immediately following if such date is not a Trading Day), the Investor(s) in accordance with will not have sold more than the Applicable Procedures greater of (a) one percent of the total number of outstanding shares of Common Stock in book-entry form to be so held through Stock, or (b) the facilities average weekly trading volume of DTC in an amount equal to, or, if the Common Stock may for the preceding four weeks during the three months ending upon such delivery date (or the Trading Day immediately following if such date is not then be held a Trading Day), and (iii) the Investor(s) has complied with the manner of sale and notice requirements of Rule 144 under the Securities Act, and the Company shall have furnished an opinion from its independent counsel, authorizing the removal of the Legend. At any time prior to the effective date of the applicable registration statement, and provided no exemption from registration exists, upon the exercise of the Warrant by the Investor(s) and upon receipt of authorization from the Company to the Transfer Agent, the Transfer Agent shall deliver to the Investor(s) certificates representing Common Stock bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investor(s) or its counsel or any other party (other than as described in book-entry form through the facilities of DTCsuch paragraphs). Any advice, duly executed certificates representingnotice, or (y) in instructions to the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute Transfer Agent required or cause permitted to be executed and deliver or cause to given hereunder may be delivered transmitted via facsimile to the Recipient (as defined below) a certificate or certificates representing, in case Transfer Agent's facsimile number of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”).

Issuance of Common Stock. Upon due exercise of Warrants evidenced by any Warrant Certificate in conformity with the foregoing provisions of Section 3.2(c), the Warrant Agent shall, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver to the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, all funds received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two five (25) Business Days after the Exercise Date referred to below, (i) determine the number of shares of Common Stock issuable pursuant to exercise of such Warrants pursuant to Section 3.7 3.6 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”).

Issuance of Common Stock. (i) Upon due exercise surrender of Warrants evidenced by any a Book-Entry Warrant or a beneficial interest in a Global Warrant Certificate in conformity with the foregoing provisions provisions, including without limitation Section 3.2, and payment of Section 3.2(c)the Exercise Price in respect of the exercise of one or more Warrants evidenced thereby, the Warrant Agent shall, when actions specified in such payment is received and subject to Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received9.2, deliver to the Company the Exercise Form notice of exercise received pursuant to Section 3.2(c)(i3.3(a), deliver or deposit any funds, in accordance with Section 3.3, all funds received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two five (25) Business Days after receipt by the Exercise Date referred to belowCompany of such notice of exercise, (iA) determine the number of shares of Common Stock issuable pursuant to exercise of such Warrants pursuant to Section 3.7 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) Holder a certificate or certificates representingrepresenting the aggregate number of shares of Common Stock issuable upon such exercise, (B) if in case the Company’s sole discretion the shares of (x) and (y)Common Stock are not certificated, make or cause to be made a book entry into the stock ledger of the Company for the aggregate number of shares of Common Stock issuable upon such exercise or (C) if in the Company’s sole discretion the shares of Common Stock shall be represented by a global certificate held by the Depositary, issue by same-day or next-day credit to the Depositary for the account of such beneficial Holder or for the account of a participant in the Depositary the aggregate number of shares of Common Stock issuable upon such exercise, in each case, based upon the aggregate number of Warrants so exercisedexercised and determined in accordance with Section 3.3(g), as so determinedand, together with in each case, the Company shall deliver or cause to be delivered an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant to Section 5.24.5. The shares of Common Stock in book-entry form or Any certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form such notice of exercise and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)Holder.

Issuance of Common Stock. Upon due exercise Unless a Termination Event shall have occurred on or prior to the Purchase Contract Settlement Date or an Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon its receipt of Warrants evidenced payment in full of the Purchase Price for the Common Stock purchased by any Warrant Certificate in conformity with the Holders pursuant to the foregoing provisions of this Article and subject to Section 3.2(c5.5(b), the Warrant Agent shallCompany shall issue and deposit with the Agent, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver to for the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day benefit of the amount Holders of funds so deposited to its account. The Company shall thereuponthe Outstanding Securities, as promptly as practicable, and in any event within two (2) Business Days after one or more certificates representing the Exercise Date referred to below, (i) determine the number of newly issued shares of Common Stock issuable pursuant registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to exercise as the "Purchase Contract Settlement Fund") to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Agent on or after the Purchase Contract Settlement Date, together with settlement instructions thereon duly completed and executed, the Holder of such Warrants pursuant Certificate shall be entitled to Section 3.7 and (ii) (x) receive in the case exchange therefor a certificate representing that number of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures whole shares of Common Stock in book-entry form which such Holder is entitled to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered receive pursuant to the Recipient provisions of this Article Five (as defined belowafter taking into account all Securities then held by such Holder) a certificate or certificates representing, in case of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of fractional shares as provided in Section 5.9 and any fractional share(s)dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, if but without any interest thereon, and the Company Certificate so elects pursuant to Section 5.2surrendered shall forthwith be cancelled. The Such shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, of the Holder or, subject to Section 3.4, such other Person or the Holder's designee as shall be designated specified in the settlement instructions provided by the Holder to the Agent. If any Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Exercise Form (Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Certificate evidencing such Purchase Contract or has established to the satisfaction of the Company that such other Person being referred to herein as the “Recipient”)tax either has been paid or is not payable.

Issuance of Common Stock. Upon due exercise receipt of Warrants evidenced by any Warrant Certificate the documents and payments or shares described in conformity with the foregoing provisions of Section 3.2(c3(a), the Warrant Agent Corporation shall, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver to the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two (2) 10 Business Days after the Exercise Date referred to below, (i) determine the number of shares of Common Stock issuable pursuant to exercise of such Warrants pursuant to Section 3.7 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificatesthereafter, execute or cause to be executed executed, and deliver or cause to be delivered to the Recipient (as defined below) such holder a certificate or certificates representing, in case of (x) and (y), representing the aggregate number of full shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determinedexercise, together with an amount in cash in lieu of any fractional share(s)fraction of a share, if the Company so elects pursuant to Section 5.2as hereinafter provided. The stock certificate or certificates so delivered shall be in the denomination specified in said notice and shall be registered in the name of the holder hereof. This Warrant shall be deemed to have been exercised and a certificate or certificates for shares of Common Stock shall be deemed to have been issued, and the holder hereof or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes as of the date said notice, together with this Warrant and the documents and payments or shares described in book-entry form or Section 3(a), is received by the Corporation as aforesaid. If this Warrant shall have been exercised in part, the Corporation shall, at the time of delivery of said certificate or certificates representing certificates, deliver to the holder hereof a new Warrant evidencing the rights of such holder to purchase the unpurchased shares of Common Stock so delivered called for by this Warrant, which new Warrant shall bein all other respects be identical with this Warrant. The Corporation shall pay all expenses and any and all United States federal, state and local taxes and other charges that may be payable in connection with the preparation, issue and delivery of stock certificates under this Section 3, except that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of the shares of Common Stock issuable upon exercise in a name other than that of the holder who shall have surrendered the same in exercise of the subscription right evidenced thereby. The Corporation covenants that all shares of Common Stock issued upon exercise of this Warrant will, upon payment of the Exercise Price, be duly authorized and validly issued, fully paid and nonassessable, free of preemptive rights and, except for any tax payable by the holder pursuant to the extent possiblepreceding sentence, free from all taxes, liens, charges and security interests with respect to the issue thereof. The Corporation shall from time to time use its reasonable best efforts to take all action which may be necessary to obtain and keep effective any and all permits, consents and approvals of governmental agencies and authorities and securities act filings under federal and state laws which may be or become required in such denomination or denominations as such Holder shall request in connection with the applicable Exercise Form issuance, sale, transfer and shall be registered or otherwise placed in delivery of this Warrant, the name ofexercise of this Warrant, and delivered tothe issuance, sale, transfer and delivery of the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)shares of Common Stock issued upon exercise of this Warrant.

Issuance of Common Stock. Upon due Certificates for shares of Common Stock purchased pursuant to the exercise of Warrants evidenced by any Warrant Certificate shall be transmitted by the Company’s transfer agent (the “Transfer Agent”) to the Holder or the Participant by crediting the account of the Holder’s or the Participant’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in conformity such system and either (A) there is an effective registration statement permitting the issuance of the Warrant shares to or resale of the Warrant shares by Holder or the Participant or (B) the Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the address specified by the Holder or the Participant in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (A) the delivery to the Warrant Agent of the Notice of Exercise by the Holder or, in the case of a Participant, the proper delivery of the Notice of Exercise by the Participant in accordance with the foregoing provisions Depository’s procedures, (B) surrender of Section 3.2(cthe Warrant Certificate and (C) payment of the aggregate Exercise Price as set forth above and in the Warrant Certificate (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). It is hereby understood that if an effective registration statement is not available at the time a Notice of Exercise is delivered by a Holder or a Participant to the Warrant Agent, the Warrant Agent shall, when actions specified in Section 3.2(c)(i) shall require an opinion of counsel prior to delivery of the Warrant shares via DWAC. The Warrant shares shall be deemed to have been effected issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment specified in to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 3.2(c)(ii2(d)(vi) is receivedprior to the issuance of such shares, having been paid. If the Company fails for any reason to deliver to the Holder certificates evidencing the Warrant shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any fundsHolder, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereuponcash, as promptly liquidated damages and not as practicablea penalty, and in any event within two (2) Business Days after the Exercise Date referred for each $1,000 of Warrant shares subject to below, (i) determine the number of shares of Common Stock issuable pursuant to exercise of such Warrants pursuant to Section 3.7 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon on the aggregate number VWAP of Warrants so exercisedthe Common Stock on the date of the applicable Notice of Exercise), as so determined$10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such certificates are delivered or Holder rescinds such exercise. If the Warrants are not delivered by the Warrant Share Delivery Date, together with an amount in cash in lieu the Warrant Agent shall immediately notify the Company of the untimely delivery, the Warrant Share Delivery Date and the date of the delivery of the Warrant shares to facilitate the Company’s payment of any fractional share(s)damages associated therewith. For purposes of this Section 3.3.2, if the Company so elects pursuant certificates evidencing the Warrant shares subject to Section 5.2. The shares a Notice of Common Stock in Exercise shall include delivery through book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)records.

Issuance of Common Stock. Upon due exercise Unless a Bankruptcy Event or Sale of Warrants evidenced by any Warrant Certificate in conformity with the foregoing provisions of Section 3.2(c), the Warrant Agent shall, when actions specified in Section 3.2(c)(i) Assets shall have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver occurred on or prior to the Company Final Settlement Date or an earlier Acceleration Date, on the Exercise Form received pursuant to Section 3.2(c)(i)Final Settlement Date or an earlier Acceleration Date, deliver or deposit any funds, upon the Company's receipt of payment in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day full of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two (2) Business Days after purchase price for the Exercise Date referred to below, (i) determine the number of shares of Common Stock issuable pursuant purchased by the Holders (whether by application of the principal of the Treasury Notes on the Final Settlement Date or the proceeds of the sale of Treasury Notes as provided in Section 4.02(d) or the Holder's election to exercise of pay the Stated Amount for such Warrants Holder's Securities in cash pursuant to Section 3.7 4.02(b)), and (ii) (x) in payment of consideration set forth in Section 5.8(b)(iii), if any, and, if the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause Company has elected to be delivered to the Recipient (as defined below) make such payment in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y)Holders, the aggregate number Company shall issue and deposit with the Agent, for the benefit of the Holders, one or more certificates representing the shares of Common Stock issuable upon registered in the name of the Agent (or its nominee) as custodian for the Holders (such exercise (based upon the aggregate number certificates for shares of Warrants so exercised), as so determinedCommon Stock, together with an amount any dividends or distributions with respect thereto, being hereinafter referred to as the "Final Settlement Fund" or "Acceleration Settlement Fund" as applicable) to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Security Certificate to the Agent on or after the Final Settlement Date or earlier Acceleration Date, together with settlement instructions thereon duly completed and executed, the Holder of such Security Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.11 or any fractional share(s)other cash payments and any dividends or distributions with respect to such shares constituting part of the Final Settlement Fund or Acceleration Settlement Fund, if as applicable, but without any interest thereon, and the Company Security Certificate so elects pursuant to Section 5.2surrendered shall forthwith be canceled. The Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions on the Security Certificate. If any shares of Common Stock issued in book-entry form respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Security Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Security Certificate evidencing such Purchase Contract or certificate or certificates representing shares of Common Stock so delivered shall be, has established to the extent possible, in satisfaction of the Company that such denomination tax either has been paid or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)is not payable.

Issuance of Common Stock. Upon due exercise satisfaction of Warrants evidenced by any Warrant Certificate in conformity with the foregoing provisions of Section 3.2(c)Exercise Requirements, the Warrant Agent shall, when actions specified such payment is received (or promptly after receipt of such notice of exercise in the event such Holder has elected a Cashless Exercise in accordance with Section 3.2(c)(i3.2(c)), (i) have been effected requisition from the Company’s Common Stock transfer agent for issuance and any payment specified delivery to or upon the written order of the registered holder of such Warrant and in Section 3.2(c)(iisuch name or names as such Holder may designate, the shares of Common Stock issuable upon the exercise of such Warrants, (ii) is received, deliver to the Company the Exercise Form notice of exercise received pursuant to Section 3.2(c)(i), 3.2(c) and (iii) (unless a Cashless Exercise) deliver or deposit any fundsdeposit, in accordance with Section 3.3if applicable, all funds received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its accountCompany. The Company shall thereupon, as promptly as practicable, and in any event within two (2) 10 Business Days after receipt by the Exercise Date referred to below, (i) determine the number of shares of Common Stock issuable pursuant to exercise Company of such Warrants pursuant to Section 3.7 and (ii) (x) in the case notice of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificatesexercise, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), representing the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determineddetermined in accordance with Section 3.6 or, together upon a Cashless Exercise, in accordance with an amount the formula set forth in cash in lieu the second paragraph of any fractional share(sSection 3.2(c), if the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form such notice of exercise and such certificate or certificates shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 2.4(c) and Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form notice (the Holder or such other Person being referred to herein as the “Recipient”). Notwithstanding anything in this Agreement to the contrary, in lieu of delivering physical certificates representing the shares of Common Stock issuable upon exercise of Warrants, provided the transfer agent for the Common Stock is participating in The Depository’s Fast Automated Securities Transfer program, upon request of the Holder, the Company shall, subject to Section 2.4 and Section 3.2(a), if in compliance with applicable securities laws and in accordance with the Company’s policies and procedures with respect to “restricted securities” as defined in Rule 144(a)(3) under the Securities Act, use its commercially reasonable efforts to cause the transfer agent to electronically transmit the shares of Common Stock so issuable upon conversion by crediting the account of the beneficial holder’s prime broker with the Depository through its Deposit Withdrawal Agent Commission system.

Issuance of Common Stock. Upon due exercise receipt of Warrants evidenced by any Warrant Certificate the documents and payments described in conformity with the foregoing provisions of Section 3.2(c)3.1 hereof, the Warrant Agent Company shall, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver to the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two five (25) Business Days after the Exercise Date referred to below, (i) determine the number of shares of Common Stock issuable pursuant to exercise of such Warrants pursuant to Section 3.7 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant CertificatesDays, execute or cause to be executed executed, and deliver or cause to be delivered to the Recipient (as defined below) Holder a certificate or certificates representing, in case of (x) and (y), representing the aggregate number of full shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determinedexercise, together with an amount in cash in lieu of any fractional share(s)fraction of a share, if the Company so elects pursuant to Section 5.2as hereinafter provided. The shares of Common Stock in book-entry form or stock certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request be in the applicable denomination specified in the Exercise Form and shall be registered or otherwise placed in the name ofof the holder hereof. This Warrant shall be deemed to have been exercised and a certificate or certificates for shares of Common Stock shall be deemed to have been issued, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or its permitted designee (as specified in the Exercise Form) shall be deemed to have become a holder of such shares for all purposes as of the close of business on the date on which this Warrant and the documents and payments described in Section 3.1 hereof, are received by the Company as aforesaid. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company shall, at the time of delivery of said certificate or certificates, deliver to the Holder or its designee (as specified in the Exercise Form) a new Warrant evidencing the rights of such holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other Person being referred to herein as the “Recipient”)respects be identical with this Warrant.

Issuance of Common Stock. Upon due exercise satisfaction of Warrants evidenced by any Warrant Certificate in conformity with the foregoing provisions of Section 3.2(c)Exercise Requirements, the Warrant Agent shall, when actions specified such payment is received (or promptly after receipt of such notice of exercise in the event such Holder has elected a Cashless Exercise in accordance with Section 3.2(c)(i3.2(c)), (i) have been effected requisition from the Company’s Common Stock transfer agent for issuance and any payment specified delivery to or upon the written order of the registered holder of such Warrant and in Section 3.2(c)(iisuch name or names as such Holder may designate, the shares of Common Stock issuable upon the exercise of such Warrants, (ii) is received, deliver to the Company the Exercise Form notice of exercise received pursuant to Section 3.2(c)(i), 3.2(c) and (iii) (unless a Cashless Exercise) deliver or deposit any fundsdeposit, in accordance with Section 3.3if applicable, all funds received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its accountCompany. The Company shall thereupon, as promptly as practicable, and in any event within two (2) five Business Days after receipt by the Exercise Date referred to belowCompany of such notice of exercise, (i) determine the number of shares of Common Stock issuable pursuant to exercise of such Warrants pursuant to Section 3.7 and (ii) (x) except in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant CertificatesCashless Exercise, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), representing the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determineddetermined in accordance with Section 3.6, together with an or (ii) in the case of a Cashless Exercise, pay the cash amount payable upon exercise, determined pursuant to the formula set forth in cash in lieu of any fractional share(sSection 3.2(c), if to the Company so elects pursuant to Section 5.2Recipient. The shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered (unless a Cashless Exercise) shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form such notice of exercise and such certificate or certificates shall be registered or otherwise placed in the name of, and delivered to, or, in the case of a Cashless Exercise, such cash amount shall be delivered to, in each case, the Holder or, subject to Section 2.4(c) and Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form notice (the Holder or such other Person being referred to herein as the “Recipient”).

Issuance of Common Stock. Upon due As soon as practicable after the exercise of Warrants evidenced by any Warrant Certificate and the clearance of the funds in conformity with payment of the foregoing provisions of Section 3.2(c)Warrant Price, the Warrant Agent shall, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver to shall advise the Company and its transfer agent regarding (i) the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, number of Warrant Shares issuable upon such exercise in accordance with Section 3.3the terms and conditions of this Warrant Agreement, received (ii) the instructions of each Holder or Participant, as instructed they case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, (iii) in writing case of the Global Warrant, the notation that shall be made to the records maintained by the Company Depository, its nominee for the Global Warrant, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and advise (iv) such other information as the Company by telephone at or such transfer agent and registrar shall reasonably require. Promptly thereafter and within the end time period set forth in the Warrants, the Company shall instruct its transfer agent to issue to the Registered Holder of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two (2) Business Days after the Exercise Date referred to below, (i) determine Warrant the number of full shares of Common Stock issuable to which the Registered Holder is entitled, registered in such name or names as may be directed by the Registered Holder according to Section 2(d)(i) of the Warrant Certificate. If such Warrant shall not have been exercised or surrendered in full, in case of the Global Warrant, a notation shall be made to the records maintained by the Depository or nominee for the Global Warrant, evidencing the balance, if any, of the Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall not be obligated to deliver any securities pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the Common Stock issuable upon exercise of such Warrants pursuant to Section 3.7 is effective and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered current prospectus relating to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (based upon b) in the aggregate number absence of Warrants so exercised), as so determined, together a registration statement under the Act with an amount in cash in lieu of any fractional share(s), if respect to the Company so elects pursuant Common Stock and a current prospectus relating to Section 5.2. The the shares of Common Stock, in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides; provided that in the case of a cashless exercise, no registration statement under the Act with respect to the Common Stock in book-entry form or certificate or certificates representing and no current prospectus relating to the shares of Common Stock so delivered Stock, and no opinion of counsel shall bebe required. Until otherwise advised in writing by the Company, the Warrant Agent shall always be entitled to assume that either clause (a) or clause (b) is in effect and shall incur no liability in making such assumption. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In the extent possibleevent a such exercise would be unlawful with respect to a Registered Holder in any state, the Registered Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. Except as set forth in Section 3(d) of the Warrant Certificate, in no event will the Company be obligated to pay such denomination or denominations as such Registered Holder shall request in the applicable Exercise Form and shall be registered any cash consideration upon exercise or otherwise placed in “net cash settle” the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)Warrant.

Issuance of Common Stock. Upon due exercise Unless a Bankruptcy Event or Sale of Warrants evidenced by any Warrant Certificate in conformity with the foregoing provisions of Section 3.2(c), the Warrant Agent shall, when actions specified in Section 3.2(c)(i) Assets shall have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver occurred on or prior to the Company Final Settlement Date or an earlier Acceleration Date, on the Exercise Form received pursuant to Section 3.2(c)(i)Final Settlement Date or an earlier Acceleration Date, deliver or deposit any funds, upon the Company's receipt of payment in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day full of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two (2) Business Days after purchase price for the Exercise Date referred to below, (i) determine the number of shares of Common Stock issuable pursuant purchased by the Holders (whether by application of the principal of the Treasury Notes on the Final Settlement Date or the proceeds of the sale of Treasury Notes as provided in Section 4.02(d) or the Holder's election to exercise of pay the Stated Amount for such Warrants Holder's Securities in cash pursuant to Section 3.7 4.02(b)), and (ii) (x) in payment of consideration set forth in Section 5.08, if any, and, if the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause Company has elected to be delivered to the Recipient (as defined below) make such payment in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y)Holders, the aggregate number Company shall issue and deposit with the Agent, for the benefit of the Holders, one or more certificates representing the shares of Common Stock issuable upon registered in the name of the Agent (or its nominee) as custodian for the Holders (such exercise (based upon the aggregate number certificates for shares of Warrants so exercised), as so determinedCommon Stock, together with an amount any dividends or distributions with respect thereto, being hereinafter referred to as the "FINAL SETTLEMENT FUND" or "ACCELERATION SETTLEMENT FUND" as applicable) to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Security Certificate to the Agent on or after the Final Settlement Date or earlier Acceleration Date, together with settlement instructions thereon duly completed and executed, the Holder of such Security Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.11 or any fractional share(s)other cash payments and any dividends or distributions with respect to such shares constituting part of the Final Settlement Fund or Acceleration Settlement Fund, if as applicable, but without any interest thereon, and the Company Security Certificate so elects pursuant to Section 5.2surrendered shall forthwith be canceled. The Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions on the Security Certificate. If any shares of Common Stock issued in book-entry form respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Security Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Security Certificate evidencing such Purchase Contract or certificate or certificates representing shares of Common Stock so delivered shall be, has established to the extent possible, in satisfaction of the Company that such denomination tax either has been paid or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)is not payable.

Issuance of Common Stock. Upon due exercise of Warrants evidenced by any Warrant Certificate in conformity with the foregoing provisions of Section 3.2(c), the Warrant Agent shall, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver to the Company the Exercise Form notice of exercise received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, all funds received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two (2) five Business Days after the Exercise Date referred to below, (i) determine the number of shares of Common Stock issuable pursuant to exercise of such Warrants pursuant to Section 3.6 or, if Cashless Exercise applies, Section 3.7 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form notice of exercise and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form notice (the Holder or such other Person being referred to herein as the “Recipient”).