IS NOT REQUIRED TO BE MADE SHALL BE CARRIED FORWARD AND TAKEN INTO ACCOUNT
IN ANY SUBSEQUENT ADJUSTMENT. ALL CALCULATIONS UNDER THIS SECTION 2(D) SHALL BE
MADE TO THE NEAREST CENT OR TO THE NEAREST 1/100TH OF A SHARE, AS THE CASE MAY
BE.
ANYTHING IN THIS SECTION 2(D) TO THE CONTRARY NOTWITHSTANDING, GROUP SHALL
BE ENTITLED TO MAKE SUCH REDUCTION IN THE EXCHANGE PRICE, IN ADDITION TO THOSE
REQUIRED BY THIS SECTION 2(D), AS IT IN ITS DISCRETION SHALL DETERMINE TO BE
ADVISABLE IN ORDER THAT ANY STOCK DIVIDEND, SUBDIVISION OF SHARES, DISTRIBUTION
OF RIGHTS TO PURCHASE STOCK OR SECURITIES, OR DISTRIBUTION OF SECURITIES
CONVERTIBLE INTO OR EXCHANGEABLE FOR STOCK HEREAFTER MADE BY GROUP TO ITS
STOCKHOLDERS SHALL NOT BE TAXABLE TO THE RECIPIENTS.
(V)
WHENEVER THE EXCHANGE PRICE IS ADJUSTED AS
HEREIN PROVIDED, GROUP SHALL MAIL OR CAUSE TO BE MAILED BY FIRST CLASS MAIL,
POSTAGE PREPAID, AS SOON AS PRACTICABLE TO EACH HOLDER OF RECORD OF PREFERRED
SHARES A NOTICE STATING THAT THE EXCHANGE PRICE HAS BEEN ADJUSTED AND SETTING
FORTH THE ADJUSTED EXCHANGE PRICE.
(VI)
IN THE EVENT THAT AT ANY TIME, AS A RESULT OF
AN ADJUSTMENT MADE PURSUANT TO SUBSECTION (I) OF THIS SECTION 2(D), THE HOLDER
OF ANY PREFERRED SHARE THEREAFTER SURRENDERED FOR CONVERSION SHALL BECOME
ENTITLED TO RECEIVE ANY SHARES OF GROUP OTHER THAN SHARES OF COMMON STOCK,
THEREAFTER THE EXCHANGE PRICE OF SUCH OTHER SHARES SO RECEIVABLE UPON CONVERSION
OF ANY PREFERRED SHARE SHALL BE SUBJECT TO ADJUSTMENT FROM TIME TO TIME IN A
MANNER AND ON TERMS AS NEARLY EQUIVALENT AS PRACTICABLE TO THE PROVISIONS WITH
RESPECT TO COMMON STOCK CONTAINED IN THIS SECTION.
(E)
NOTICE
IN CASE:
(I)
GROUP SHALL TAKE ANY ACTION WHICH WOULD
REQUIRE AN ADJUSTMENT IN THE EXCHANGE PRICE PURSUANT TO SECTION 2(D); OR
(II)
GROUP SHALL AUTHORIZE THE GRANTING TO THE
HOLDERS OF ITS COMMON STOCK GENERALLY OF RIGHTS OR WARRANTS TO SUBSCRIBE FOR OR
PURCHASE ANY SHARES OF STOCK OF ANY CLASS OR OF ANY OTHER RIGHTS; OR
(III)
THERE SHALL BE ANY REORGANIZATION OR
RECLASSIFICATION OF THE COMMON STOCK OR ANY MERGER OR CONSOLIDATION TO WHICH
GROUP IS A PARTY OR ANY SALE OR TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE
PROPERTY AND ASSETS OF GROUP; OR
(IV)
THERE SHALL BE A VOLUNTARY OR INVOLUNTARY
DISSOLUTION, LIQUIDATION OR WINDING-UP OF GROUP;
THEN IN EACH SUCH CASE GROUP SHALL CAUSE TO BE GIVEN TO THE HOLDERS OF PREFERRED
SHARES AS PROMPTLY AS POSSIBLE, BUT IN ANY EVENT AT LEAST FIFTEEN (15) DAYS
PRIOR TO THE APPLICABLE DATE HEREINAFTER SPECIFIED, A NOTICE STATING (I) THE
DATE ON WHICH A RECORD IS TO BE TAKEN FOR THE PURPOSE OF SUCH ACTION OR GRANTING
OF RIGHTS OR WARRANTS, OR, IF A RECORD IS NOT TO BE TAKEN, THE DATE AS OF WHICH
THE HOLDERS OF COMMON STOCK OF RECORD TO BE ENTITLED TO SUCH DISTRIBUTION,
RIGHTS OR WARRANTS ARE TO BE DETERMINED, OR (II) THE DATE ON WHICH SUCH
REORGANIZATION, RECLASSIFICATION, MERGER, CONSOLIDATION, SALE, TRANSFER,
DISSOLUTION,