WARRANT IMMEDIATELY PRIOR TO SUCH ADJUSTMENT MULTIPLIED BY A FRACTION, THE
NUMERATOR OF WHICH SHALL BE THE FAIR MARKET VALUE PER SHARE OF COMMON STOCK AS
OF THE LAST TRADING DAY BEFORE THE DATE ON WHICH SUCH TENDER OFFER IS FIRST
PUBLICLY ANNOUNCED, AND THE DENOMINATOR OF WHICH SHALL BE THE FAIR MARKET VALUE
PER SHARE OF THE COMMON STOCK AS OF THE LAST TRADING DAY BEFORE THE DATE ON
WHICH SUCH TENDER OFFER IS FIRST PUBLICLY ANNOUNCED LESS THE PREMIUM PER PRO
FORMA SHARE.
SECTION 5.05.
CONSOLIDATION, MERGER OR SALE.
IF ANY CONSOLIDATION, MERGER OR
SIMILAR EXTRAORDINARY TRANSACTION OF THE COMPANY WITH ANOTHER PERSON (OTHER THAN
ANY SUBSIDIARY OF THE COMPANY), OR THE SALE OF ALL OR SUBSTANTIALLY ALL OF ITS
ASSETS, OTHER THAN IN ANY SUCH CASE A RECAPITALIZATION EVENT, SHALL BE EFFECTED
(A "REORGANIZATION EVENT"), AND IN CONNECTION WITH SUCH REORGANIZATION EVENT,
THE COMMON STOCK SHALL BE CONVERTED INTO OR EXCHANGED FOR OR BECOME THE RIGHT TO
RECEIVE CASH, SECURITIES OR OTHER PROPERTY, THEN, AS A CONDITION OF SUCH
REORGANIZATION EVENT, LAWFUL AND ADEQUATE PROVISIONS SHALL BE MADE BY THE
COMPANY WHEREBY THE HOLDER OF EACH WARRANT SHALL THEREAFTER HAVE THE RIGHT TO
PURCHASE AND RECEIVE ON EXERCISE OF SUCH WARRANT, FOR AN AGGREGATE PRICE EQUAL
TO THE AGGREGATE EXERCISE PRICE FOR ALL OF THE SHARES UNDERLYING THE WARRANT AS
IN EFFECT IMMEDIATELY BEFORE SUCH TRANSACTION (SUBJECT TO ADJUSTMENT THEREAFTER
AS CONTEMPLATED BY THE SUCCEEDING SENTENCE), THE SAME KIND AND AMOUNT OF CASH,
SECURITIES OR OTHER PROPERTY AS IT WOULD HAVE HAD THE RIGHT TO RECEIVE IF IT HAD
EXERCISED SUCH WARRANT IMMEDIATELY BEFORE SUCH TRANSACTION AND BEEN ENTITLED TO
PARTICIPATE THEREIN.
IN THE EVENT OF ANY SUCH REORGANIZATION EVENT, THE COMPANY
SHALL MAKE APPROPRIATE PROVISION TO ENSURE THAT APPLICABLE PROVISIONS OF THIS
AGREEMENT (INCLUDING THE PROVISIONS OF ARTICLE IV AND THIS ARTICLE V) SHALL
THEREAFTER BE BINDING ON THE OTHER PARTY TO SUCH
25
TRANSACTION (OR THE SUCCESSOR IN SUCH TRANSACTION) AND APPLICABLE TO ANY
SECURITIES THEREAFTER DELIVERABLE UPON THE EXERCISE OF WARRANTS.
THE COMPANY
WILL NOT EFFECT ANY SUCH REORGANIZATION EVENT UNLESS, PRIOR TO THE CONSUMMATION
THEREOF, THE SUCCESSOR ENTITY (IF OTHER THAN THE COMPANY) RESULTING FROM SUCH
REORGANIZATION EVENT OR THE ENTITY PURCHASING SUCH ASSETS SHALL ASSUME, BY
WRITTEN INSTRUMENT REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE AGENT,
EXECUTED AND MAILED OR DELIVERED TO EACH HOLDER OF A WARRANT AT THE LAST ADDRESS
OF SUCH HOLDER APPEARING ON THE BOOKS OF THE COMPANY, THE OBLIGATION TO DELIVER
THE CASH, SECURITIES OR PROPERTY DELIVERABLE UPON EXERCISE OF WARRANTS.
THE
COMPANY SHALL NOTIFY THE HOLDER OF EACH WARRANT OF ANY SUCH PROPOSED
REORGANIZATION EVENT REASONABLY PRIOR TO THE CONSUMMATION THEREOF SO AS TO
PROVIDE SUCH HOLDER WITH A REASONABLE OPPORTUNITY PRIOR TO SUCH CONSUMMATION TO
EXERCISE EACH WARRANT IN ACCORDANCE WITH THE TERMS AND CONDITIONS HEREOF;
PROVIDED, HOWEVER, THAT IN THE CASE OF A TRANSACTION WHICH REQUIRES NOTICE TO BE
GIVEN TO THE HOLDERS OF COMMON STOCK OF THE COMPANY, THE HOLDER OF EACH