CERTIFICATE WHERE THE RECORD DATE OR EFFECTIVE
DATE (IN THE CASE OF A SUBDIVISION OR COMBINATION OF THE COMMON STOCK) OF THE
EVENT OCCURS, DURING THE PERIOD BEGINNING ON, AND INCLUDING, THE EXERCISE DATE
AND ENDING ON, AND INCLUDING, THE RELATED SETTLEMENT DATE.
5.7
NOTICE OF ADJUSTMENT.
WHENEVER THE NUMBER
OF SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF EACH WARRANT IS
ADJUSTED, AS HEREIN PROVIDED, THE COMPANY SHALL
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CAUSE THE WARRANT AGENT PROMPTLY TO MAIL BY FIRST CLASS MAIL, POSTAGE PREPAID,
TO EACH HOLDER NOTICE OF SUCH ADJUSTMENT OR ADJUSTMENTS AND SHALL PROMPTLY
DELIVER TO THE WARRANT AGENT A CERTIFICATE OF A FIRM OF INDEPENDENT PUBLIC
ACCOUNTANTS SELECTED BY THE BOARD (WHO MAY BE THE REGULAR ACCOUNTANTS EMPLOYED
BY THE COMPANY) SETTING FORTH THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON
THE EXERCISE OF EACH WARRANT AFTER SUCH ADJUSTMENT, SETTING FORTH A BRIEF
STATEMENT IN REASONABLE DETAIL OF THE FACTS REQUIRING SUCH ADJUSTMENT AND
SETTING FORTH THE COMPUTATION BY WHICH SUCH ADJUSTMENT WAS MADE. THE WARRANT
AGENT SHALL BE FULLY PROTECTED IN RELYING ON SUCH CERTIFICATE, AND ON ANY
ADJUSTMENT CONTAINED THEREIN, AND SHALL NOT BE DEEMED TO HAVE ANY KNOWLEDGE OF
SUCH ADJUSTMENT UNLESS AND UNTIL IT SHALL HAVE RECEIVED SUCH CERTIFICATE, AND
SHALL BE UNDER NO DUTY OR RESPONSIBILITY WITH RESPECT TO ANY SUCH CERTIFICATE,
EXCEPT TO EXHIBIT THE SAME FROM TIME TO TIME, TO ANY HOLDER DESIRING AN
INSPECTION THEREOF DURING REASONABLE BUSINESS HOURS. THE WARRANT AGENT SHALL NOT
AT ANY TIME BE UNDER ANY DUTY OR RESPONSIBILITY TO ANY HOLDERS TO DETERMINE
WHETHER ANY FACTS EXIST THAT MAY REQUIRE ANY ADJUSTMENT OF THE NUMBER OF SHARES
OF COMMON STOCK OR OTHER STOCK OR PROPERTY ISSUABLE ON EXERCISE OF THE WARRANTS,
OR WITH RESPECT TO THE NATURE OR EXTENT OF ANY SUCH ADJUSTMENT WHEN MADE, OR
WITH RESPECT TO THE METHOD EMPLOYED IN MAKING SUCH ADJUSTMENT OR THE VALIDITY OR
VALUE (OR THE KIND OR AMOUNT) OF ANY SHARES OF COMMON STOCK OR OTHER STOCK OR
PROPERTY WHICH MAY BE ISSUABLE ON EXERCISE OF THE WARRANTS, OR TO INVESTIGATE OR
CONFIRM WHETHER THE INFORMATION CONTAINED IN THE ABOVE REFERENCED CERTIFICATE
COMPLIES WITH THE TERMS OF THIS AGREEMENT OR ANY OTHER DOCUMENT. THE WARRANT
AGENT SHALL NOT BE RESPONSIBLE FOR ANY FAILURE OF THE COMPANY TO MAKE ANY CASH
PAYMENT OR TO ISSUE, TRANSFER OR DELIVER ANY SHARES OF COMMON STOCK OR SECURITY
INSTRUMENTS OR OTHER SECURITIES OR PROPERTIES UPON THE EXERCISE OF ANY WARRANT.
6.
CHANGE OF CONTROL.
6.1
REDEMPTION IN CONNECTION WITH A CHANGE OF
CONTROL EVENT.
UPON THE OCCURRENCE OF A CHANGE OF CONTROL EVENT (OTHER THAN A
PUBLIC STOCK MERGER OR MIXED CONSIDERATION MERGER), AT THE ELECTION OF EACH
HOLDER IN ITS SOLE DISCRETION BY WRITTEN NOTICE TO THE COMPANY OR THE SUCCESSOR
TO THE COMPANY ON OR PRIOR TO THE EXERCISE DATE, THE COMPANY SHALL PAY TO SUCH
HOLDER OF OUTSTANDING WARRANTS AS OF THE DATE OF SUCH CHANGE OF CONTROL EVENT,
AN AMOUNT IN IMMEDIATELY AVAILABLE FUNDS