COMPANY'S BOARD OF DIRECTORS WILL MAKE AN APPROPRIATE ADJUSTMENT IN THE
WARRANT EXERCISE PRICE SO AS TO PROTECT THE RIGHTS OF THE HOLDER; PROVIDED THAT
NO SUCH ADJUSTMENT WILL INCREASE THE WARRANT EXERCISE PRICE AS OTHERWISE
DETERMINED PURSUANT TO THIS SECTION 8.
14
Section 9.
Purchase Rights;
Reorganization, Reclassification, Consolidation, Merger or Sale.
(A)
IN ADDITION TO ANY ADJUSTMENTS PURSUANT TO
SECTION 8 ABOVE, IF AT ANY TIME ON OR AFTER THE WARRANT DATE AND PRIOR TO THE
EARLIER OF THE EXPIRATION DATE OR THE DATE ON WHICH THIS WARRANT IS EXERCISED IN
WHOLE THE COMPANY GRANTS, ISSUES OR SELLS ANY OPTIONS, CONVERTIBLE SECURITIES OR
RIGHTS TO PURCHASE STOCK, WARRANTS, SECURITIES OR OTHER PROPERTY PRO RATA TO THE
RECORD HOLDERS OF ANY CLASS OF ITS CAPITAL STOCK (THE "PURCHASE RIGHTS"), THEN
THE HOLDER OF THIS WARRANT WILL BE ENTITLED TO ACQUIRE, UPON THE TERMS
APPLICABLE TO SUCH PURCHASE RIGHTS, THE AGGREGATE PURCHASE RIGHTS THAT SUCH
HOLDER COULD HAVE ACQUIRED IF SUCH HOLDER HAD HELD THE NUMBER OF SHARES OF
COMMON STOCK ACQUIRABLE UPON COMPLETE EXERCISE OF THIS WARRANT IMMEDIATELY
BEFORE THE DATE ON WHICH A RECORD IS TAKEN FOR THE GRANT, ISSUANCE OR SALE OF
SUCH PURCHASE RIGHTS, OR, IF NO SUCH RECORD IS TAKEN, THE DATE AS OF WHICH THE
RECORD HOLDERS OF COMMON STOCK ARE TO BE DETERMINED FOR THE GRANT, ISSUE OR SALE
OF SUCH PURCHASE RIGHTS.
(B)
ANY RECAPITALIZATION, REORGANIZATION,
RECLASSIFICATION, CONSOLIDATION, MERGER, SELF TENDER OFFER FOR ALL OR
SUBSTANTIALLY ALL SHARES OF COMMON STOCK, SALE OF ALL OR SUBSTANTIALLY ALL OF
THE COMPANY'S ASSETS TO ANOTHER PERSON OR OTHER TRANSACTION THAT IS EFFECTED IN
SUCH A WAY THAT HOLDERS OF COMMON STOCK ARE ENTITLED TO RECEIVE (EITHER DIRECTLY
OR UPON SUBSEQUENT LIQUIDATION) STOCK, SECURITIES OR ASSETS WITH RESPECT TO OR
IN EXCHANGE FOR COMMON STOCK IS REFERRED TO HEREIN AS "ORGANIC CHANGE."
PRIOR
TO THE CONSUMMATION OF ANY (I) SALE OF ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S
ASSETS TO AN ACQUIRING PERSON (INCLUDING, FOR THE AVOIDANCE OF DOUBT, THE SALE
OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE COMPANY'S SUBSIDIARIES IN THE
AGGREGATE) OR (II) OTHER ORGANIC CHANGE FOLLOWING WHICH THE COMPANY IS NOT A
SURVIVING ENTITY, THE COMPANY WILL SECURE FROM THE PERSON PURCHASING SUCH ASSETS
OR THE SUCCESSOR RESULTING FROM SUCH ORGANIC CHANGE (IN EACH CASE, THE
"ACQUIRING ENTITY") A WRITTEN AGREEMENT, IN FORM AND SUBSTANCE SATISFACTORY TO
THE HOLDERS REPRESENTING AT LEAST A MAJORITY OF THE SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF THE WARRANTS THEN OUTSTANDING (WITHOUT REGARD TO ANY
LIMITATION ON EXERCISE THEREOF), TO DELIVER TO THE HOLDER IN EXCHANGE FOR THIS
WARRANT, A SECURITY OF THE ACQUIRING ENTITY EVIDENCED BY A WRITTEN INSTRUMENT
SUBSTANTIALLY SIMILAR IN FORM AND SUBSTANCE TO THIS WARRANT AND REASONABLY
SATISFACTORY TO THE HOLDERS REPRESENTING AT LEAST A MAJORITY OF THE WARRANTS
THEN OUTSTANDING.
SUBJECT TO SECTION 8, PRIOR TO THE CONSUMMATION OF ANY OTHER
ORGANIC CHANGE, THE COMPANY SHALL MAKE APPROPRIATE PROVISION (IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO