Generally. The Company designates its principal U.S. executive offices as an office or agency where Warrants may be presented for registration of transfer or for exchange and exercise (the “Registrar”). At all times when any Warrant is outstanding, the Company will maintain an office in the continental United States constituting the Registrar.

Generally. The Warrants that are outstanding at any time will be deemed to be those Warrants that, at such time, have been duly executed by the Company, excluding those Warrants that have theretofore been # cancelled by the Registrar or delivered to the Registrar for cancellation in accordance with [Section 3(l)]; # paid or settled in full upon their exercise in accordance with this Warrant Agreement; or # deemed to cease to be outstanding to the extent provided in, and subject to, [[clause (ii), (iii) or (iv) of this Section 3(m)])])]].

Generally. The Warrants may be exercised only pursuant to the provisions of this [Section 5].

Generally. To exercise any Warrant represented by a Certificate, the Holder of such Warrant must # complete, sign and deliver to the Company an Exercise Notice (at which time, in the case such Certificate is an Electronic Certificate, such Exercise will become irrevocable, expect as otherwise provided herein); # if such Certificate is a Physical Certificate, deliver such Physical Certificate to the Company (at which time such Exercise will become irrevocable, expect as otherwise provided herein); and # subject to [Section 5(f)], deliver the Aggregate Strike Price for such exercise in accordance with [Section 5(c)(ii)] (if Physical Settlement applies to such exercise).

Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the audited financial statements described in [Section 6.2], except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Debt of Borrower and its Subsidiaries shall be deemed to

Generally. If there occurs any:

Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subpart # below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows:

Generally. All payments made by the Borrower hereunder (including any payments made with respect to the Borrower Guaranteed Obligations under [Article X]) under any Note or any other Loan Document, shall be made without setoff, counterclaim or other defense.

Generally. Licensee shall use Diligent Efforts to Develop and Commercialize the Licensed Product in the Field in the Territory.

Stay of Acceleration. In the event that acceleration of the time for payment of any of the Obligations is stayed, in connection with any case commenced by or against any Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by the ​ immediately upon demand by the Administrative Agent.