INTERPRETED, AND ALL FINANCIAL STATEMENTS AND CERTIFICATES AND REPORTS AS TO
FINANCIAL MATTERS REQUIRED TO BE DELIVERED TO THE HOLDER HEREUNDER SHALL BE
PREPARED, IN ACCORDANCE WITH ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE
UNITED STATES ("GAAP").
ALL CALCULATIONS MADE FOR THE PURPOSES OF DETERMINING
COMPLIANCE WITH THE TERMS OF THIS WARRANT SHALL (EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED HEREIN) BE MADE BY APPLICATION OF GAAP.
1.3
RULES OF CONSTRUCTION.
THE TITLE OF AND THE SECTION AND PARAGRAPH
HEADINGS IN THIS WARRANT ARE FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT
GOVERN OR AFFECT THE INTERPRETATION OF ANY OF THE TERMS OR PROVISIONS OF THIS
WARRANT.
THE USE HEREIN OF THE MASCULINE, FEMININE OR NEUTER FORMS SHALL ALSO
DENOTE THE OTHER FORMS, AS IN EACH CASE THE CONTEXT MAY REQUIRE.
WHERE SPECIFIC
LANGUAGE IS USED TO CLARIFY BY EXAMPLE A GENERAL STATEMENT CONTAINED HEREIN,
SUCH SPECIFIC LANGUAGE SHALL NOT BE DEEMED TO MODIFY, LIMIT OR RESTRICT IN ANY
MANNER THE CONSTRUCTION OF THE GENERAL STATEMENT TO WHICH IT RELATES.
THE
LANGUAGE USED IN THIS WARRANT HAS BEEN CHOSEN BY THE PARTIES TO EXPRESS THEIR
MUTUAL INTENT, AND NO RULE OF STRICT CONSTRUCTION SHALL BE APPLIED AGAINST ANY
PARTY.
IN THE CASE OF THIS WARRANT, (A) THE MEANINGS OF DEFINED TERMS ARE
EQUALLY APPLICABLE TO THE SINGULAR AND PLURAL FORMS OF THE DEFINED TERMS;
(B) ANNEX, EXHIBIT, SCHEDULE AND SECTION REFERENCES ARE TO THIS WARRANT UNLESS
OTHERWISE SPECIFIED; (C) THE TERM "INCLUDING" IS NOT LIMITING AND MEANS
"INCLUDING BUT NOT LIMITED TO"; (D) IN THE COMPUTATION OF PERIODS OF TIME FROM A
SPECIFIED DATE TO A LATER SPECIFIED DATE, THE WORD "FROM" MEANS "FROM AND
INCLUDING" THE WORDS "TO" AND "UNTIL" EACH MEAN "TO BUT EXCLUDING," AND THE WORD
"THROUGH" MEANS "TO AND INCLUDING"; (E) UNLESS OTHERWISE EXPRESSLY PROVIDED IN
THIS WARRANT, (I) REFERENCES TO AGREEMENTS AND OTHER CONTRACTUAL INSTRUMENTS
SHALL BE DEEMED TO INCLUDE ALL SUBSEQUENT AMENDMENTS AND OTHER MODIFICATIONS
THERETO, BUT ONLY TO THE EXTENT SUCH AMENDMENTS AND OTHER MODIFICATIONS ARE NOT
PROHIBITED BY THE TERMS OF THE WARRANT, AND (II) REFERENCES TO ANY STATUTE OR
REGULATION SHALL BE CONSTRUED AS INCLUDING ALL STATUTORY AND REGULATORY
PROVISIONS AMENDING, REPLACING, SUPPLEMENTING OR INTERPRETING SUCH STATUTE OR
REGULATION; AND (F) THIS WARRANT MAY USE SEVERAL DIFFERENT LIMITATIONS, TESTS OR
MEASUREMENTS TO REGULATE THE SAME OR SIMILAR MATTERS, ALL OF WHICH ARE
CUMULATIVE AND EACH SHALL BE PERFORMED IN ACCORDANCE WITH ITS TERMS.
2
ARTICLE II
EXERCISE OF WARRANTS
2.1
METHOD OF EXERCISE.
(A)
THIS WARRANT MAY BE EXERCISED IN WHOLE OR IN PART BY THE HOLDER
HEREOF AT ANY TIME, AND FROM TIME TO TIME, BEFORE 5:00 P.M., MOUNTAIN TIME, ON
THE EXPIRATION DATE.
TO EXERCISE THIS WARRANT, THE HOLDER HEREOF SHALL DELIVER
TO THE COMPANY, AT THE WARRANT OFFICE DESIGNATED HEREIN, (I) A WRITTEN NOTICE IN
THE FORM OF THE SUBSCRIPTION NOTICE ATTACHED AS EXHIBIT A HERETO, STATING
THEREIN THE ELECTION OF SUCH HOLDER TO EXERCISE THIS WARRANT IN THE MANNER
PROVIDED IN THE SUBSCRIPTION NOTICE, (II) PAYMENT IN FULL OF