COMMON
STOCK INTO A SMALLER NUMBER OF SHARES OF COMMON STOCK, OR (IV) ISSUE ANY SHARES
OF ITS CAPITAL STOCK IN A RECLASSIFICATION OF THE COMMON STOCK, THEN THE NUMBER
OF WARRANT SHARES WHICH CAN BE SUBSCRIBED FOR UPON EXERCISE OF THIS WARRANT
IMMEDIATELY PRIOR THERETO SHALL BE ADJUSTED SO THAT THE HOLDER SHALL BE ENTITLED
TO RECEIVE THE KIND AND NUMBER OF WARRANT SHARES OR OTHER SECURITIES OF THE
COMPANY WHICH IT WOULD HAVE OWNED OR HAVE BEEN ENTITLED TO RECEIVE HAD SUCH
WARRANT BEEN EXERCISED IN ADVANCE THEREOF.
UPON EACH SUCH ADJUSTMENT OF THE
KIND AND NUMBER OF WARRANT SHARES OR OTHER SECURITIES OF THE COMPANY WHICH ARE
WHICH CAN BE SUBSCRIBED FOR HEREUNDER, THE HOLDER SHALL THEREAFTER BE ENTITLED
TO SUBSCRIBE FOR THE NUMBER OF WARRANT SHARES OR OTHER SECURITIES AS SO ADJUSTED
AT AN EXERCISE PRICE PER WARRANT SHARE OR OTHER SECURITY OBTAINED BY MULTIPLYING
THE EXERCISE PRICE IN EFFECT IMMEDIATELY PRIOR TO SUCH ADJUSTMENT BY THE NUMBER
OF WARRANT SHARES WHICH CAN BE SUBSCRIBED FOR PURSUANT HERETO IMMEDIATELY PRIOR
TO SUCH ADJUSTMENT AND DIVIDING BY THE NUMBER OF WARRANT SHARES OR OTHER
SECURITIES OF THE COMPANY AS SO ADJUSTED.
AN ADJUSTMENT MADE PURSUANT TO THIS
PARAGRAPH SHALL BECOME EFFECTIVE IMMEDIATELY AFTER THE EFFECTIVE DATE OF SUCH
EVENT RETROACTIVE TO THE RECORD DATE, IF ANY, FOR SUCH EVENT.
(B)
ANTI-DILUTION PROVISIONS.
DURING THE PERIOD BEGINNING ON THE INITIAL
EXERCISE DATE AND ENDING ON THE TERMINATION DATE (THE "EXERCISE PERIOD"), THE
EXERCISE PRICE SHALL BE SUBJECT TO ADJUSTMENT FROM TIME TO TIME AS PROVIDED IN
THIS SECTION 11(B); PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT TAKE ANY
ACTION THAT WOULD LOWER THE EXERCISE PRICE (CONVERTED INTO EURO BASED ON THE
USD/EURO EXCHANGE RATE ON THE DATE OF SUCH DILUTIVE ISSUANCE) BELOW THE PAR
VALUE OF THE COMMON STOCK.
IN THE EVENT THAT ANY ADJUSTMENT OF THE EXERCISE
PRICE AS REQUIRED HEREIN RESULTS IN A FRACTION OF A CENT, SUCH EXERCISE PRICE
SHALL BE ROUNDED UP OR DOWN TO THE NEAREST CENT.
(i)
Adjustment of Exercise Price.
Except as
set forth in Section 11(b)(ii)(E), if and whenever the Company issues or sells,
or in accordance with Section 11(b) hereof is deemed to have issued or sold, any
shares of Common Stock for an effective consideration per share of less than the
then Exercise Price or for no consideration (such lower price, the "Base Share
Price" and such
8
issuances collectively, a "Dilutive Issuance"), then, the Exercise Price shall
be reduced to a price determined by dividing (i) an amount equal to the sum of
(a) the total number of shares of Common Stock outstanding immediately prior to
such issuance or sale (excluding treasury shares, if any) multiplied by the
Exercise Price then in effect, plus (b) the consideration, if any, received by
the Company upon such issuance or sale, by (ii) the total number of shares of
Common Stock outstanding immediately after such Dilutive Issuance (excluding
treasury shares), provided, that for purposes hereof, all shares of Common