STOCK OR SHARES OF STOCK OF ANY CLASS OR ANY OTHER SECURITIES, WARRANTS,
RIGHTS OR OPTIONS, (OTHER THAN THE EXERCISE OF PRE-EMPTIVE RIGHTS BY SUCH A
HOLDER) (C) TO EFFECT ANY RECLASSIFICATION OF THE COMMON STOCK, (D) TO EFFECT
ANY RECAPITALIZATION, STOCK SUBDIVISION, STOCK COMBINATION OR OTHER CAPITAL
REORGANIZATION, (E) TO EFFECT ANY CONSOLIDATION OR MERGER, SHARE EXCHANGE, OR
SALE, LEASE OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF ITS PROPERTY,
ASSETS OR BUSINESS, (F) TO EFFECT THE LIQUIDATION, DISSOLUTION OR WINDING UP OF
THE COMPANY, OR (G) TO EFFECT ANY OTHER ACTION WHICH WOULD REQUIRE AN ADJUSTMENT
UNDER THIS SECTION 4, THEN IN EACH SUCH CASE THE COMPANY SHALL GIVE TO THE
HOLDER WRITTEN NOTICE OF SUCH PROPOSED ACTION, WHICH SHALL SPECIFY THE DATE ON
WHICH A RECORD IS TO BE TAKEN FOR THE PURPOSES OF SUCH STOCK DIVIDEND, STOCK
SUBDIVISION, STOCK COMBINATION, DISTRIBUTION OR RIGHTS, OR THE DATE ON WHICH
SUCH RECLASSIFICATION, RECAPITALIZATION, REORGANIZATION, CONSOLIDATION, MERGER,
SHARE EXCHANGE, SALE, LEASE, TRANSFER, DISPOSITION, LIQUIDATION, DISSOLUTION,
WINDING UP OR OTHER TRANSACTION IS TO TAKE PLACE AND THE DATE OF PARTICIPATION
THEREIN BY THE HOLDERS OF COMMON STOCK, IF ANY SUCH DATE IS TO BE FIXED, OR THE
DATE ON WHICH THE TRANSFER OF COMMON STOCK IS TO OCCUR, AND SHALL ALSO SET FORTH
SUCH FACTS WITH RESPECT THERETO AS SHALL BE REASONABLY NECESSARY TO INDICATE THE
EFFECT OF SUCH ACTION ON THE COMMON STOCK AND ON THE AGGREGATE NUMBER AFTER
GIVING EFFECT TO ANY ADJUSTMENT WHICH WILL BE REQUIRED AS A RESULT OF SUCH
ACTION.
SUCH NOTICE SHALL BE SO GIVEN IN THE CASE OF ANY ACTION COVERED BY
CLAUSE (A) OR (B) ABOVE AT LEAST TEN (10) DAYS PRIOR TO THE RECORD DATE FOR
DETERMINING HOLDERS OF THE COMMON STOCK FOR PURPOSES OF SUCH ACTION AND, IN THE
CASE OF ANY OTHER SUCH ACTION, AT LEAST TEN (10) DAYS PRIOR TO THE EARLIER OF
THE DATE OF THE TAKING OF SUCH PROPOSED ACTION OR THE DATE OF PARTICIPATION
THEREIN BY THE HOLDERS OF COMMON STOCK.
13
(II)
ADJUSTMENT NOTICE.
WHENEVER THE AGGREGATE
NUMBER IS TO BE ADJUSTED PURSUANT TO THIS SECTION 4, UNLESS OTHERWISE AGREED BY
THE HOLDER, THE COMPANY SHALL PROMPTLY (AND IN ANY EVENT WITHIN TWENTY (20)
BUSINESS DAYS AFTER THE EVENT REQUIRING THE ADJUSTMENT) PREPARE A CERTIFICATE
SIGNED BY THE CHIEF FINANCIAL OFFICER OF THE COMPANY, SETTING FORTH, IN
REASONABLE DETAIL, THE EVENT REQUIRING THE ADJUSTMENT AND THE METHOD BY WHICH
SUCH ADJUSTMENT IS TO BE CALCULATED.
THE COMPANY SHALL KEEP AT ITS PRINCIPAL
OFFICE COPIES OF ALL SUCH CERTIFICATES AND CAUSE THE SAME TO BE AVAILABLE FOR
INSPECTION AT SAID OFFICE DURING NORMAL BUSINESS HOURS BY THE HOLDER OR ANY
PROSPECTIVE PURCHASER OF THE WARRANT (IN WHOLE OR IN PART) IF SO DESIGNATED BY
THE HOLDER.
5.
NO DILUTION OR IMPAIRMENT.
THE COMPANY
WILL NOT, BY AMENDMENT OF ITS CERTIFICATE OF INCORPORATION OR THROUGH ANY
REORGANIZATION, RECAPITALIZATION, TRANSFER OF ASSETS, CONSOLIDATION, MERGER,
SHARE EXCHANGE, DISSOLUTION OR ANY OTHER VOLUNTARY ACTION, AVOID OR SEEK