Exercise and Duration of Warrants. (a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by Section 10 of this Warrant at any time and from time to time on or after the Original Issue Date and through and including 5:30 P.M., New York City time, on the Expiration Date, subject to the conditions and restrictions contained in this Warrant. At 5:30 P.M., New York City time, on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and
...of no value and this Warrant shall be terminated and no longer outstanding. (b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the "Exercise Notice"), completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a "cashless exercise" if so indicated in the Exercise Notice and if a "cashless exercise" may occur at such time pursuant to Section 10 below). The date on which the Exercise Notice is delivered to the Company (as determined in accordance with the notice provisions hereof) is an "Exercise Date." Within two (2) days on which the NASDAQ exchange is open for trading (a "Trading Day") following the delivery of the Exercise Notice (the "Payment Deadline"), the Holder shall make payment with respect to the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised; provided that the Company's obligations to deliver such Warrant Shares shall be delayed on a day-for-day basis each day after the Payment Deadline such payment of the Exercise Price is not paid. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Exercise Notice is delivered to the Company. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares, if any.
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Exercise and Duration of Warrants. (a) All or any part of this Warrant shall be exercisable by the registered Holder
in any manner permitted by Section 10 of this Warrant at any time and from time to time on or after the
Original Issue Trigger Date and through and including
5:30 P.M., New York City time, 5:00 P.M. prevailing Pacific time on the Expiration
Date, subject to the conditions and restrictions contained in this Warrant. Date. At
5:30 5:00 P.M.,
New York City prevailing Pacific time, on the Expiration Date, the portion o
...f this Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall be terminated and no longer outstanding. (b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the "Exercise Notice"), appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a "cashless exercise" if so indicated in the Exercise Notice and if a "cashless exercise" may occur at such time pursuant to Section 10 below). The 9 below), and the date on which the Exercise Notice is such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an "Exercise Date." Within two (2) days The delivery by (or on which behalf of) the NASDAQ exchange is open for trading (a "Trading Day") following the delivery Holder of the Exercise Notice (the "Payment Deadline"), and the applicable Exercise Price shall be accompanied by the delivery by the Holder shall make payment with respect of a written statement to the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised; provided Company certifying that the Company's obligations to deliver Holder is an "accredited investor" as defined in Rule 501(a) under the Securities Act and making such Warrant Shares shall be delayed on a day-for-day basis each day after representations and certifications as the Payment Deadline such payment of the Exercise Price is not paid. Company may reasonably request. The Holder shall not be required to physically surrender this deliver the original Warrant in order to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Exercise Notice is delivered to the Company. affect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares, if any. Shares.
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Exercise and Duration of Warrants. (a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by
Section 10 of this Warrant at any time and from time to time on or after the Original Issue Date and through and including
5:30 P.M., New York City time, 5:00 PM Eastern Time on the Expiration
Date; provided, however, that, if upon the Expiration Date,
subject the Holder's exercise in full of this Warrant would cause the Holder's beneficial ownership of the Common Stock to exceed the Maxi...mum Percentage, the term of this Warrant shall be automatically extended until, and this Warrant shall be automatically exercised on, the date that is the 90th day following the date on which this Warrant may be exercised in full without the Holder exceeding the Maximum Percentage. Subject to the conditions and restrictions contained in this Warrant. At 5:30 P.M., New York City time, foregoing sentence, at 5:00 PM Eastern Time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall be terminated terminate and no longer be outstanding. (b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the "Exercise Notice"), completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a "cashless "net share exercise" if so indicated in the Exercise Notice and if a "cashless exercise" may occur at such time pursuant to Section 10 below). The below), and the date on which the Exercise Notice last of such items is delivered to the Company (as determined in accordance with the notice provisions hereof) is an "Exercise Date." Within two (2) days on which the NASDAQ exchange is open for trading (a "Trading Day") following the delivery of the Exercise Notice (the "Payment Deadline"), If held in certificated form, the Holder shall make payment with respect to the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised; provided that the Company's obligations to deliver such Warrant Shares shall be delayed on a day-for-day basis each day after the Payment Deadline such payment of the Exercise Price is not paid. The Holder shall not be required to physically surrender this deliver the original Warrant (the "Warrant Certificate") in order to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Exercise Notice is delivered to the Company. effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant Certificate and issuance of a New Warrant to the Holder evidencing the its right to purchase the remaining number of Warrant Shares, if any. Shares. For the avoidance of doubt, the Company may not substitute, and the Holder may not request, a cash payment in satisfaction of the Company's obligation to issue and deliver Warrant Shares pursuant to an Exercise Notice.
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Exercise and Duration of Warrants. (a)
All or any part of Subject to the limitations set forth in Section 12 hereof, this Warrant shall be exercisable by the registered Holder
in any manner permitted by Section 10 of this Warrant at any time and from time to time on or after the
Original Issue Issuance Date
and through to and including
5:30 the Expiration Date. At 6:30 P.M., New York City
time, time on the Expiration
Date, subject to the conditions and restrictions contained in this Warrant. At 5:30 P.M., New York City time, on t...he Expiration 4 Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value and value; provided that, if the Current Market Price on the Expiration Date exceeds the Exercise Price on the Expiration Date, then this Warrant shall be terminated deemed to have been exercised in full (to the extent not previously exercised, and no longer outstanding. subject to the limitations set forth in Section 12 hereof) on a "cashless exercise" basis at 6:30 P.M. New York City time on the Expiration Date. Notwithstanding anything to the contrary herein, the Expiration Date shall be extended for each day following the Effective Date that the Registration Statement is not effective. (b) The A Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the "Exercise Notice"), appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a "cashless exercise" if so indicated in the Exercise Notice Notice), and if a "cashless exercise" may occur at the date such time pursuant to Section 10 below). The date on which the Exercise Notice is items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an "Exercise Date." Within two (2) days on which the NASDAQ exchange is open for trading (a "Trading Day") following the delivery of the Exercise Notice (the "Payment Deadline"), the Holder shall make payment with respect to the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised; provided that the Company's obligations to deliver such Warrant Shares shall be delayed on a day-for-day basis each day after the Payment Deadline such payment of the Exercise Price is not paid. The Holder shall not be required to physically surrender this deliver the original Warrant in order to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Exercise Notice is delivered to the Company. effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares, if any. Shares. The Holder shall deliver the original Warrant to the Company within thirty (30) days after the full exercise of this Warrant, provided, that the Holder's failure to so deliver the original Warrant shall not affect the validity of such exercise or any of the Company's obligations under this Warrant and the Company's sole remedy for the Holder's failure to deliver the original Warrant shall be to obtain an affidavit of lost warrant from the Holder.
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Exercise and Duration of Warrants. (a) All or any part of this Warrant shall be exercisable by the registered Holder
in any manner permitted by Section 10 of this Warrant at any time and from time to time on or after the
Original Issue Trigger Date and through and including
5:30 P.M., New York City time, 5:00 P.M. prevailing Pacific time on the Expiration
Date, subject to the conditions and restrictions contained in this Warrant. Date. At
5:30 5:00 P.M.,
New York City prevailing Pacific time, on the Expiration Date, the portion o
...f this Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall be terminated and no longer outstanding. (b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the "Exercise Notice"), appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a "cashless exercise" if so indicated in the Exercise Notice and if a "cashless exercise" may occur at such time pursuant to Section 10 below). The below), and the date on which the Exercise Notice is such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an "Exercise Date." Within two (2) days The delivery by (or on which behalf of) the NASDAQ exchange is open for trading (a "Trading Day") following the delivery Holder of the Exercise Notice (the "Payment Deadline"), and the Holder applicable Exercise Price as provided above shall make payment with respect constitute the Holder's certification to the Exercise Price for Company that its representations contained in Article V of the number of Warrant Shares Purchase Agreement are true and correct as to which this Warrant is being exercised; provided that the Company's obligations to deliver such Warrant Shares shall be delayed on a day-for-day basis each day after the Payment Deadline such payment of the Exercise Price Date as if remade in their entirety (or, in the case of any transferee Holder that is not paid. a party to the Purchase Agreement, such transferee Holder's certification to the Company that such representations are true and correct as to such assignee Holder as of the Exercise Date). The Holder shall not be required to physically surrender this deliver the original Warrant in order to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Exercise Notice is delivered to the Company. effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares, if any. Shares.
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Exercise and Duration of Warrants. (a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by Section 10 of this Warrant at any time and from time to time on or after the Original Issue Date and through and including 5:30
P.M., p.m. New York City time, on the Expiration
Date, subject to the conditions and restrictions contained in this Warrant. Date. At 5:30
P.M., p.m., New York City time, on the Expiration Date, the portion
(or all) of this Warrant not exercised prior thereto sha
...ll be and become void and of no value and this Warrant shall be automatically terminated and no longer outstanding. outstanding, provided, however, that if the last reported Closing Sale Price immediately prior to the Expiration Date was greater than the Exercise Price, then this Warrant shall be automatically deemed exercise on a cashless basis as of 4:01 p.m. (ET) on the Expiration Date. (b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the "Exercise Notice"), completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a "cashless exercise" if so indicated in the Exercise Notice and if a "cashless exercise" may occur at such time pursuant to Section 10 below). The below), and the date on which the Exercise Notice is delivered to the Company (as determined in accordance with the notice provisions hereof) is an "Exercise Date." Within two (2) days The delivery by (or on which behalf of) the NASDAQ exchange is open for trading (a "Trading Day") following the delivery Holder of the Exercise Notice (the "Payment Deadline"), and the applicable Exercise Price as provided above shall constitute the Holder's certification to the Company that its representations contained in Sections 3.2(b), (c), (d), (f), (j) and (m) of the Purchase Agreement are true and correct as of the Exercise Date and the date on which Holder shall make payment with respect to pays the Company the Exercise Price for as if remade in their entirety (or, in the number case of Warrant Shares any transferee Holder that is not a party to 2 the Purchase Agreement, such transferee Holder's certification to the Company that such representations are true and correct as to which this Warrant is being exercised; provided that the Company's obligations to deliver such Warrant Shares shall be delayed on a day-for-day basis each day after the Payment Deadline such payment assignee Holder as of the Exercise Price is not paid. Date). The Holder shall not be required to physically surrender this deliver the original Warrant in order to effect an exercise hereunder, but if it is not so delivered then such exercise shall constitute an agreement by the Holder to deliver the original Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Exercise Notice is delivered to the Company. as soon as practicable thereafter. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares, if any. Shares.
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Exercise and Duration of Warrants. (a) All or any part of this Warrant shall be exercisable by the registered Holder
in any manner permitted by Section 10 of this Warrant at any time and from time to time on or after the
Original Issue Trigger Date and through and including
5:30 P.M., New York City time, 5:00 P.M. prevailing Pacific time on the Expiration
Date, subject to the conditions and restrictions contained in this Warrant. Date. At
5:30 5:00 P.M.,
New York City prevailing Pacific time, on the Expiration Date, the portion o
...f this Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall be terminated and no longer outstanding. (b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the "Exercise Notice"), appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a "cashless exercise" if so indicated in the Exercise Notice and if a "cashless exercise" may occur at such time pursuant to Section 10 below). The below), and the date on which the Exercise Notice is such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an "Exercise Date." Within two (2) days on which the NASDAQ exchange is open for trading (a "Trading Day") following the delivery of the Exercise Notice (the "Payment Deadline"), the Holder shall make payment with respect to the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised; provided that the Company's obligations to deliver such Warrant Shares shall be delayed on a day-for-day basis each day after the Payment Deadline such payment of the Exercise Price is not paid. Date," The Holder shall not be required to physically surrender this deliver the original Warrant in order to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Exercise Notice is delivered to the Company. effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. 2 5. Delivery of Warrant Shares. Upon exercise of this Warrant, the Company shall promptly issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate for the Warrant Shares issuable upon such exercise, with an appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, if any. shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date.
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Exercise and Duration of Warrants. (a) All or any part of this Warrant shall be exercisable by the registered Holder
in any manner as permitted by Section 10 of this Warrant at any time and from time to time on or after the Original Issue Date and through and including 5:30
P.M., p.m. New York City time, on the Expiration
Date, subject to the conditions and restrictions contained in this Warrant. At Date. After 5:30
P.M., p.m., New York City time, on the Expiration Date, the portion of this Warrant not exercised prior thereto sha
...ll be and become void and of no value and this Warrant shall be terminated and no longer outstanding. (b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the "Exercise Notice"), completed and duly signed, via overnight courier, facsimile, email or otherwise in the manner set forth in Section 13, and (ii) payment of the Exercise Price in accordance with Section 10 for the number of Warrant Shares as to which this Warrant is being exercised (which payment may take the form of a "cashless exercise" if so indicated in the Exercise Notice (a "Cashless Exercise")) no later than one (1) Business Day following delivery of the Exercise Notice (the "Aggregate Exercise Price"), and if a "cashless exercise" may occur at such time pursuant to Section 10 below). The the date on which the Exercise Notice last of such items is delivered to the Company (as determined in accordance with the notice provisions hereof) is an "Exercise Date." Within two (2) days The delivery by (or on which behalf of) the NASDAQ exchange is open for trading (a "Trading Day") following the delivery Holder of the Exercise Notice (the "Payment Deadline"), and the Holder applicable Exercise Price as provided above shall make payment with respect constitute the Holder's certification to the Exercise Price for Company that its representations contained in Sections 3.2(c), (d), (e) and (f) of the number of Warrant Shares Purchase Agreement are true and correct as to which this Warrant is being exercised; provided that the Company's obligations to deliver such Warrant Shares shall be delayed on a day-for-day basis each day after the Payment Deadline such payment of the Exercise Price Date as if remade in their entirety (or, in the case of any transferee Holder that is not paid. The a party to the Purchase Agreement, such transferee Holder's certification to the Company that such representations are true and correct as to such transferee Holder as of the Exercise Date). For the avoidance of any doubt, no original, manually executed Exercise Notice, nor any medallion guaranty, notary attestation or any similar deliverable of or on any Exercise Notice, shall be required in order to effectuate an exercise of all or a portion of this Warrant. (c) Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Exercise Notice is delivered to the Company. Execution However, if this Warrant is submitted in connection with any exercise pursuant to this Section 4 and delivery the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the Exercise Notice number of Warrant Shares with respect to which this Warrant is being exercised, then the Company shall have the same effect as cancellation of the original soon as practicable and in no event later than five (5) Business Days after any exercise and at its own expense, issue a new Warrant and issuance of a New Warrant evidencing representing the right to purchase the remaining number of Warrant Shares, if any. Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Exercise Notice within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a 2 portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. (d) For purposes of clarification, unless required pursuant to industry standard stock transfer procedures, the Transfer Agent shall not require the Holder to obtain a medallion guaranty, notary attestation or any similar deliverable in order to effectuate an exercise of all or a portion of this Warrant. (e) The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.
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Exercise and Duration of Warrants. (a) All or any part of this Warrant shall be exercisable by the registered Holder
in any manner permitted by Section 10 of this Warrant at any time and from time to time on or after the
Original Issue Trigger Date and through and including
5:30 P.M., New York City time, 5:00 P.M. prevailing Pacific time on the Expiration
Date, subject to the conditions and restrictions contained in this Warrant. Date. At
5:30 5:00 P.M.,
New York City prevailing Pacific time, on the Expiration Date, the portion o
...f this Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall be terminated and no longer outstanding. 2 (b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 I hereto (the "Exercise Notice"), appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a "cashless exercise" if so indicated in the Exercise Notice and if a "cashless exercise" may occur at such time pursuant to Section 10 below). The 12 below), and the date on which the Exercise Notice is such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an "Exercise Date." Within two (2) days on which the NASDAQ exchange is open for trading (a "Trading Day") following the delivery of the Exercise Notice (the "Payment Deadline"), the Holder shall make payment with respect to the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised; provided that the Company's obligations to deliver such Warrant Shares shall be delayed on a day-for-day basis each day after the Payment Deadline such payment of the Exercise Price is not paid. The Holder shall not be required to physically surrender this deliver the original Warrant in order to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Exercise Notice is delivered to the Company. effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares, if any. Shares.
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Exercise and Duration of Warrants. (a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by Section 10 of this Warrant at any time and from time to time on or after the Original
Issue Exercise Date and through and including 5:30
P.M., p.m., New York City time, on the Expiration
Date, subject to Date (unless this Warrant is terminated earlier in accordance with the
conditions and restrictions contained in this Warrant. At Redemption Right (as defined below)). After 5:30
P.M., p.m...., New York City time, on the Expiration Date, the portion (or all) of this Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall be automatically terminated and no longer outstanding. (b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the "Exercise Notice"), completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a "cashless exercise" if so indicated in within one (1) Business Day following the Exercise Notice and if a "cashless exercise" may occur at such time pursuant to Section 10 below). Date (as defined herein). The date on which the Exercise Notice is delivered to the Company (as determined in accordance with the notice provisions hereof) is an "Exercise Date." Within two (2) days No original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. The delivery by (or on which behalf of) the NASDAQ exchange is open for trading (a "Trading Day") following the delivery Holder of the Exercise Notice (the "Payment Deadline"), and the applicable Exercise Price as provided above shall constitute the Holder's certification to the Company that its representations contained in Section 3 of the Subscription Agreement are true and correct as of the Exercise Date and as of the date on which the Holder shall make payment with respect to pays the Company the Exercise Price for as if remade in their entirety (or, in the number case of Warrant Shares any transferee Holder that is not a party to the Subscription Agreement, such transferee Holder's certification to the Company that such representations are true and correct as to which this Warrant is being exercised; provided that the Company's obligations to deliver such Warrant Shares shall be delayed on a day-for-day basis each day after the Payment Deadline such payment transferee Holder as of the Exercise Price is not paid. The Date and as of the date on which such transferee Holder pays the Company the Exercise Price). Notwithstanding anything herein to the contrary, Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days (as defined below) of the date the final Exercise Notice is delivered to the Company. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder, but if it is not so delivered, then such exercise shall constitute an agreement by the Holder to deliver the original Warrant to the Company as soon as practicable thereafter. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares, if any. Shares.
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Exercise and Duration of Warrants. (a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by Section
10 9 of this Warrant at any time and from time to time on or after the Original Issue Date and through and including 5:30
P.M., p.m., New York City time, on the Expiration
Date, subject to the conditions and restrictions contained in this Warrant. At Date. After 5:30
P.M., p.m., New York City time, on the Expiration Date, the portion
(or all) of this Warrant not exercised prior th
...ereto shall be and become void and of no value and this Warrant shall be automatically terminated and no longer outstanding. (b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the "Exercise Notice"), completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a "cashless exercise" if so indicated in the Exercise Notice and if a "cashless exercise" may occur at such time pursuant to Section 10 below). Notice) within one (1) Business Day (as defined below) following the Exercise Date (as defined herein). The date on which the Exercise Notice is delivered to the Company (as determined in accordance with the notice provisions hereof) is an "Exercise Date." Within two (2) days on which "Business Day" as used herein means any day, other than a Saturday or Sunday and other than a day that banks in the NASDAQ exchange is open for trading (a "Trading Day") following the delivery of the New York, New York are generally authorized or required by applicable law to be closed. No ink-original Exercise Notice (the "Payment Deadline"), the Holder shall make payment with respect be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Notwithstanding anything herein to the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised; provided that the Company's obligations to deliver such Warrant Shares shall be delayed on a day-for-day basis each day after the Payment Deadline such payment of the Exercise Price is not paid. The contrary, Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Exercise Notice is delivered to the Company. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder, but if it is not so delivered then such exercise shall constitute an agreement by the Holder to deliver the original Warrant to the Company as soon as practicable thereafter, subject to the other provisions hereof. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares, if any. Shares.
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