Common use of Procedure for Exercise of Warrants Clause in Contracts

Procedure for Exercise of Warrants. Warrants may be exercised prior to the Expiration Date at the Exercise Price in accordance with Section 2.3. The Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Company at its address set forth in Section 3.5 hereof, together with the Election to Purchase duly completed and executed, accompanied by payment in full, as set forth below, to the Company of the Exercise Price for each share of Series E Preferred Stock or fraction thereof in respect of which such Warrants are being exercised. Such Exercise Price shall be paid in full by (i) cash or a certified check or a wire transfer in same day funds in an amount equal to the Exercise Price multiplied by the number of shares of Series E Preferred Stock or fraction thereof then being purchased or (ii) delivery to the Company of that number of shares of Common Stock having a Fair Market Value (as hereinafter defined) equal to the Exercise Price multiplied by the number of shares of Series E Preferred Stock or fraction thereof then being purchased. In the alternative, the Holder of a Warrant Certificate may exercise its right to purchase all or a portion of the shares of Series E Preferred Stock subject to such Warrant Certificate, on a net basis, such that, without the exchange of any funds, such Holder receives that number of shares of Series E Preferred Stock or fraction thereof subscribed to pursuant to such Warrant Certificate LESS that number of shares of Series E Preferred Stock convertible into shares of Common Stock having an aggregate Fair Market Value at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by such Holder for the number of shares of Series E Preferred Stock or fraction thereof subscribed to pursuant to such Warrant Certificate (hereinafter, a "Net Cashless Exercise").

Procedure for Exercise of Warrants. The Warrants may be ---------------------------------- exercised prior to the Expiration Date (as hereinafter defined) at the Exercise Price in accordance with Section 2.3at any time after the date hereof. The Warrants shall expire at 5:00 p.m., Boston time, on March 8, 2005 (the "Expiration Date"). The Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Company at its address set forth in Section 3.5 4.5 hereof, together with the Election to Purchase duly completed and executed, accompanied by payment in full, as set forth below, to the Company of the Exercise Price for each share of Series E Preferred Stock or fraction thereof Warrant Share in respect of which such Warrants are being exercised. Such Exercise Price shall be paid in full by (i) cash or a certified check or a wire transfer in same day funds in an amount equal to the Exercise Price multiplied by the number of shares of Series E Preferred Stock or fraction thereof Warrant Shares then being purchased or (ii) delivery to the Company of that number of shares of Common Stock having a Fair Market Value (as hereinafter defined) equal to the Exercise Price multiplied by the number of shares of Series E Preferred Stock or fraction thereof Warrant Shares then being purchased. In the alternative, the Holder of a Warrant Certificate may exercise its right to purchase some or all or a portion of the shares of Series E Preferred Stock Warrant Shares subject to such Warrant Certificate, on a net basis, such that, without the exchange of any funds, such Holder receives that number of shares of Series E Preferred Stock or fraction thereof Warrant Shares subscribed to pursuant to such Warrant Certificate LESS less that number of shares of Series E Preferred Stock convertible into shares of Common Stock having an aggregate Fair Market Value at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by such Holder for the number of shares of Series E Preferred Stock or fraction thereof Warrant Shares subscribed to pursuant to such Warrant Certificate (hereinafter, a "Net Cashless Exercise").. In any event, the Warrants shall automatically convert into the Warrant Shares on the Expiration Date pursuant to a Net Cashless Exercise if on the Expiration Date the Fair Market Value of the Warrant Shares is greater than the Exercise Price, notwithstanding that the Holder may not have provided to the Company its Election to Purchase by the Expiration Date. As used herein: (a) the term "Fair Market Value," on a per share basis, means the average of the daily Closing Prices (as hereinafter defined) of the Common Stock for the five (5) consecutive