UPON CONVERSION THEREOF.
(B)
PURCHASE PRICE RESET PROVISION.
IN THE EVENT THAT PRIOR TO THE
EXPIRATION OF THIS WARRANT THE COMPANY SELLS PUBLICLY OR PRIVATELY (I) SHARES OF
ITS COMMON STOCK, (II) SECURITIES CONVERTIBLE INTO SHARES OF ITS COMMON STOCK,
OR (III) OPTIONS OR WARRANTS TO PURCHASE SHARES OF ITS COMMON STOCK OR
SECURITIES CONVERTIBLE INTO SHARES OF ITS COMMON STOCK AT A SALE, CONVERSION OR
EXERCISE PRICE PER SHARE (THE "ISSUE PRICE"), AS THE CASE MAY BE, LESS THAN THE
PURCHASE PRICE THEN IN EFFECT, THE PURCHASE PRICE SHALL BE RESET TO THE ISSUE
PRICE AND THE NUMBER OF SHARES PURCHASABLE PURSUANT TO THIS WARRANT SHALL BE
INCREASED PRO RATA TO THE PERCENTAGE REDUCTION IN THE PURCHASE PRICE, PROVIDED,
HOWEVER, THAT THE RESET PROVISION SHALL NOT APPLY TO (X) ANY SHARES
4
ISSUED UPON EXERCISE OR CONVERSION OF ANY CURRENTLY OUTSTANDING OPTIONS,
WARRANTS OR CONVERTIBLE SECURITIES, OR (Y) ANY COMMON STOCK OPTIONS OR WARRANTS
ISSUABLE PURSUANT TO AN EXISTING EMPLOYEE STOCK OPTION PLAN OR OTHER EXISTING
COMPENSATION ARRANGEMENT OR ANY UNDERLYING COMMON STOCK ISSUED ON THE EXERCISE
THEREOF, BUT NOT PURSUANT TO ANY AMENDMENT RELATING THERETO TO THE EXTENT SUCH
AMENDMENT INCREASES THE NUMBER OF SHARES ISSUABLE UNDER SUCH PLAN OR
ARRANGEMENT.
THE ISSUE PRICE SHALL BE CALCULATED TAKING INTO ACCOUNT THE AMOUNT
PAID FOR THE ISSUANCE OF SUCH COMMON STOCK, OPTION OR WARRANT OR CONVERTIBLE
SECURITY AND THE AMOUNT, IF ANY, PAYABLE UPON THE EXERCISE OR CONVERSION
THEREOF.
(C)
RECAPITALIZATION.
IN CASE, PRIOR TO THE EXPIRATION OF THIS
WARRANT BY EXERCISE OR BY ITS TERMS, THE COMPANY SHALL BE RECAPITALIZED BY
RECLASSIFYING ITS OUTSTANDING COMMON STOCK, (OTHER THAN A CHANGE IN PAR VALUE TO
NO PAR VALUE), OR THE COMPANY OR A SUCCESSOR CORPORATION SHALL CONSOLIDATE OR
MERGE WITH OR CONVEY ALL OR SUBSTANTIALLY ALL OF ITS OR OF ANY SUCCESSOR
CORPORATION'S PROPERTY AND ASSETS TO ANY OTHER CORPORATION OR CORPORATIONS (ANY
SUCH OTHER CORPORATIONS BEING INCLUDED WITHIN THE MEANING OF THE TERM "SUCCESSOR
CORPORATION" HEREINBEFORE USED IN THE EVENT OF ANY CONSOLIDATION OR MERGER OF
ANY SUCH OTHER CORPORATION WITH, OR THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE
PROPERTY OF ANY SUCH OTHER CORPORATION TO, ANOTHER CORPORATION OR CORPORATIONS),
THEN, AS A CONDITION OF SUCH RECAPITALIZATION, CONSOLIDATION, MERGER OR
CONVEYANCE, LAWFUL AND ADEQUATE PROVISION SHALL BE MADE WHEREBY THE HOLDER OF
THIS WARRANT SHALL THEREAFTER HAVE THE RIGHT TO PURCHASE, UPON THE BASIS AND ON
THE TERMS AND CONDITIONS SPECIFIED IN THIS WARRANT, IN LIEU OF THE SHARES OF
COMMON STOCK OF THE COMPANY THERETOFORE PURCHASABLE UPON THE EXERCISE OF THIS
WARRANT, SUCH SHARES OF STOCK, SECURITIES OR ASSETS OF THE OTHER CORPORATION AS
TO WHICH THE HOLDER OF THIS WARRANT WOULD HAVE BEEN ENTITLED HAD THIS WARRANT
BEEN EXERCISED IMMEDIATELY PRIOR TO SUCH RECAPITALIZATION, CONSOLIDATION, MERGER
OR CONVEYANCE; AND IN ANY SUCH EVENT, THE RIGHTS OF THE WARRANT HOLDER TO ANY
ADJUSTMENT IN THE NUMBER OF SHARES OF COMMON STOCK PURCHASABLE UPON THE EXERCISE
OF THIS WARRANT, AS HEREINBEFORE PROVIDED, SHALL CONTINUE AND