IF THE HOLDER SHALL FAIL TO MAKE ANY SUCH REQUEST,
SUCH FAILURE SHALL NOT AFFECT THE CONTINUING OBLIGATION OF THE COMPANY TO AFFORD
TO SUCH HOLDER ANY SUCH RIGHTS.
1.4
TRUSTEE FOR WARRANT HOLDERS.
IN THE EVENT
THAT A BANK OR TRUST COMPANY SHALL HAVE BEEN APPOINTED AS TRUSTEE FOR THE
HOLDERS PURSUANT TO SUBSECTION 3.2, SUCH BANK OR TRUST COMPANY SHALL HAVE ALL
THE POWERS AND DUTIES OF A WARRANT AGENT (AS HEREINAFTER DESCRIBED) AND SHALL
ACCEPT, IN ITS OWN NAME FOR THE ACCOUNT OF THE COMPANY OR SUCH SUCCESSOR PERSON
AS MAY BE ENTITLED THERETO, ALL AMOUNTS OTHERWISE PAYABLE TO THE COMPANY OR SUCH
SUCCESSOR, AS THE CASE MAY BE, ON EXERCISE OF THIS WARRANT PURSUANT TO THIS
SECTION 1.
2.
PROCEDURE FOR EXERCISE.
2.1
DELIVERY OF STOCK CERTIFICATES, ETC., ON
EXERCISE.
THE COMPANY AGREES THAT THE SHARES OF COMMON STOCK PURCHASED UPON
EXERCISE OF THIS WARRANT SHALL BE DEEMED TO BE ISSUED TO THE HOLDER AS THE
RECORD OWNER OF SUCH SHARES AS OF THE CLOSE OF BUSINESS ON THE DATE ON WHICH
THIS WARRANT SHALL HAVE BEEN SURRENDERED AND PAYMENT MADE FOR SUCH SHARES IN
ACCORDANCE HEREWITH.
AS SOON AS PRACTICABLE AFTER THE EXERCISE OF THIS WARRANT
IN FULL OR IN PART, AND IN ANY EVENT WITHIN THREE (3) BUSINESS DAYS THEREAFTER,
THE COMPANY AT ITS EXPENSE (INCLUDING THE PAYMENT BY IT OF ANY APPLICABLE ISSUE
TAXES) WILL CAUSE TO BE ISSUED IN THE NAME OF AND DELIVERED TO THE HOLDER, OR AS
SUCH HOLDER (UPON PAYMENT BY SUCH HOLDER OF ANY APPLICABLE TRANSFER TAXES) MAY
DIRECT IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS, A
CERTIFICATE OR CERTIFICATES FOR THE NUMBER OF DULY AND VALIDLY ISSUED, FULLY
PAID AND NONASSESSABLE SHARES OF COMMON STOCK (OR OTHER SECURITIES) TO WHICH
SUCH HOLDER SHALL BE ENTITLED ON SUCH EXERCISE, PLUS, IN LIEU OF ANY FRACTIONAL
SHARE TO WHICH SUCH HOLDER WOULD OTHERWISE BE ENTITLED, CASH EQUAL TO SUCH
FRACTION MULTIPLIED BY THE THEN FAIR MARKET VALUE OF ONE FULL SHARE, TOGETHER
WITH ANY OTHER STOCK OR OTHER SECURITIES AND PROPERTY (INCLUDING CASH, WHERE
APPLICABLE) TO WHICH SUCH HOLDER IS ENTITLED UPON SUCH EXERCISE PURSUANT TO
SECTION 1 OR OTHERWISE.
2.2
EXERCISE.
PAYMENT MAY BE MADE EITHER IN
CASH OR BY CERTIFIED OR OFFICIAL BANK CHECK PAYABLE TO THE ORDER OF THE COMPANY
EQUAL TO THE APPLICABLE AGGREGATE EXERCISE PRICE, FOR THE NUMBER OF SHARES OF
COMMON STOCK SPECIFIED IN SUCH EXERCISE NOTICE (AS SUCH EXERCISE NUMBER SHALL BE
ADJUSTED TO REFLECT ANY ADJUSTMENT IN THE TOTAL NUMBER OF SHARES OF COMMON STOCK
ISSUABLE TO THE HOLDER PER THE TERMS OF THIS WARRANT) AND THE HOLDER SHALL
THEREUPON BE ENTITLED TO RECEIVE THE NUMBER OF DULY AUTHORIZED, VALIDLY ISSUED,
FULLY-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK (OR OTHER SECURITIES)
DETERMINED AS PROVIDED HEREIN.
3.
EFFECT OF REORGANIZATION, ETC.;
ADJUSTMENT OF EXERCISE PRICE.
3.1
REORGANIZATION, CONSOLIDATION, MERGER, ETC.
IN CASE AT ANY TIME OR FROM TIME TO TIME, THE COMPANY SHALL (A) EFFECT A
REORGANIZATION, (B) CONSOLIDATE WITH