Common use of Stock Unit Clause in Contracts

Stock Unit. An Election Notice may be in the form of the subscription set out at the end of this Warrant. Upon delivery thereof, the Issuer shall as promptly as practicable, and in any event within two (2) Business Days thereafter, cause to be executed and delivered to such Holder a certificate or certificates representing the aggregate number of fully-paid and nonassessable shares of Common Stock issuable upon such exercise. The stock certificate or certificates for Warrant Stock so delivered shall be in such denominations as may be specified in the Election Notice and shall be registered in the name of such Holder or such other name or names as shall be designated in the Election Notice. Such certificate or certificates shall be deemed to have been issued and such Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares, and shall have rights including, to the extent permitted by law, the right to vote such shares or to consent or to receive notice as a stockholder, as of the time the Election Notice is delivered to the Issuer in accordance with this Section 2(b). If this Warrant shall have been exercised only in part, the Issuer shall, at the time of delivery of said certificate or certificates, deliver to such Holder a new Warrant dated the date of the Election Notice, evidencing the rights of such Holder to purchase Stock Units in an amount equal to the total number of Stock Units represented by this Warrant minus the total number of Deliverable Units and Surrendered Units received upon exercise of this Warrant through the date of such exercise in part, which new Warrant shall in all other respects be identical to this Warrant, or, at the request of such Holder, appropriate notation may be made on this Warrant and this Warrant shall be returned to such Holder. Except as otherwise provided in Section 8, the Issuer shall pay all expenses, transfer taxes and other charges payable in connection with the preparation, issuance and delivery of stock certificates under this Section 2, except that, if such stock certificates shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all stock transfer taxes which shall be payable upon the issuance of such stock certificate or certificates shall be paid by the Holder at the time of delivering the Exercise Notice. All shares of Common Stock issuable upon the exercise of this Warrant shall be validly issued, fully paid and nonassessable, and free from all liens and other encumbrances thereon, other than liens or other encumbrances created by the Holder. Except as provided in Section 7, the Issuer will not close its books against the transfer of this Warrant or of any share of Warrant Stock in any manner that interferes with the timely exercise of this Warrant. If any fractional interest in a share of Common Stock would be deliverable upon exercise of this Warrant, the Issuer shall, at its option, either issue fractional shares of Common Stock or pay in cash an amount equal to the Current Market Price of such fractional interest.

Stock Unit. An Election Notice Notwithstanding anything to the contrary contained in this Agreement or the Warrants, if immediately prior to the Expiration Date, the Exercise Price shall be less than the then Current Market Price, then the Warrants shall be deemed exercised without further action on the part of any Holder, notwithstanding that such Holder did not deliver notice of exercise, as provided for in this Section 4. Any notice required under this Section 4 may be in the form of the subscription set out at the end of this Warrant. Subscription Form attached hereto as Exhibit B. Upon delivery thereof, the Issuer Company shall as promptly as practicable, practicable and in any event within two ten (210) Business Days thereafter, cause to be executed and delivered to such Holder a certificate or certificates representing the aggregate number of fully-paid and nonassessable shares of Common Stock issuable upon such exercise. The stock certificate or certificates for Warrant Stock so delivered shall be in such denominations as may be specified in the Election Notice said notice and shall be registered in the name of such Holder or or, subject to Section 12, such other name or names as shall be designated in the Election Noticesaid notice. Such certificate or certificates shall be deemed to have been issued and such Holder or any other Person so designated to be named therein shall be deemed to have become a holder Holder of record of such sharesshares with all rights pursuant thereto, and shall have rights including, including to the extent permitted by law, law the right to vote such shares or to consent or to receive notice as a stockholder, as of the time the Election Notice said notice is delivered to the Issuer in accordance with this Section 2(b)Company as aforesaid. If this Warrant the Warrants shall have been exercised only in part, the Issuer Company shall, at the time of delivery of said certificate or certificates, deliver to such Holder a new Warrant Certificate dated the date of the Election Noticeit is issued, evidencing the rights of such Holder to purchase the remaining Stock Units in an amount equal to called for by the total number of Stock Units represented Warrants held by this Warrant minus the total number of Deliverable Units and Surrendered Units received upon exercise of this Warrant through the date of such exercise in partHolder, which new Warrant Certificate shall in all other respects be identical to this Warrantwith the Warrant Certificate(s) surrendered, or, at the request of such Holder, appropriate notation may be made on this the Warrant Certificate surrendered and this such Warrant Certificate shall be returned to such Holder. Except as otherwise provided in Section 8, the Issuer The Company shall pay all expenses, transfer taxes (other than income or similar taxes imposed on any Holder) and other charges payable in connection with the preparation, issuance and delivery of stock certificates under this Section 24. Whenever shares of Common Stock are to be issued upon exercise of the Warrants in the manner provided in paragraph (b) of this Section 4, except thatunless the Holder shall have delivered to the Company a certificate or other evidence reasonably satisfactory to the Company that the Holder is not subject to withholding taxes, the Company shall have the right to require the Holder to remit to the Company an amount sufficient to satisfy all Federal, state and local withholding tax requirements, if such stock certificates shall be registered in a name or names other than any, prior to the name delivery of the Holder, funds sufficient to pay all stock transfer taxes which shall be payable upon the issuance of such stock any certificate or certificates for such shares. If the Holder fails to remit such amount or to deliver such other evidence that it is not subject to such withholding taxes prior to the scheduled date for delivery of such shares, the Company shall be paid by entitled to withhold such number of shares of Common Stock purchased upon exercise of the Holder at the time of delivering the Exercise NoticeWarrants as is sufficient to satisfy all withholding tax requirements. All shares of Common Stock issuable upon the exercise of this Warrant shall be validly issued, fully paid and nonassessable, and free from and clear of any and all liens liens, claims and other encumbrances thereon, other than liens or other encumbrances created by the Holder. Except as provided in Section 7may otherwise be required by law, the Issuer will Company shall not close its books against the transfer of this Warrant the Warrants or of any share of Warrant Stock in any manner that which interferes with the timely exercise of this Warrantthe Warrants. If any fractional interest in a The Company shall from time to time take all such action as may be necessary to assure that the par value per share of the unissued Common Stock would be deliverable acquirable upon exercise of this Warrant, the Issuer shall, Warrants is at its option, either all times equal to or less than the Exercise Price then in effect. The Company shall issue certificates for fractional shares of Common Stock or pay stock upon any exercise of the Warrants whenever, in cash an amount equal order to implement the Current Market Price provisions of this Agreement, the issuance of such fractional interestshares is required.