OR AS A RESULT OF SUCH
REORGANIZATION, RECLASSIFICATION, MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS
BY A HOLDER OF THE NUMBER OF SHARES OF COMMON STOCK FOR WHICH THIS WARRANT IS
EXERCISABLE IMMEDIATELY PRIOR TO SUCH EVENT. IN CASE OF ANY SUCH REORGANIZATION,
RECLASSIFICATION, MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS, THE SUCCESSOR
OR ACQUIRING CORPORATION (IF OTHER THAN THE COMPANY) SHALL EXPRESSLY ASSUME THE
DUE AND PUNCTUAL OBSERVANCE AND PERFORMANCE OF EACH AND EVERY COVENANT AND
CONDITION OF THIS WARRANT TO BE PERFORMED AND OBSERVED BY THE COMPANY AND ALL
THE OBLIGATIONS AND LIABILITIES HEREUNDER, SUBJECT TO SUCH MODIFICATIONS AS MAY
BE DEEMED APPROPRIATE (AS DETERMINED IN GOOD FAITH BY RESOLUTION OF THE BOARD OF
DIRECTORS OF THE COMPANY) IN ORDER TO PROVIDE FOR ADJUSTMENTS OF WARRANT SHARES
FOR WHICH THIS WARRANT IS EXERCISABLE WHICH SHALL BE AS NEARLY EQUIVALENT AS
PRACTICABLE TO THE ADJUSTMENTS PROVIDED FOR IN THIS SECTION 12.
FOR PURPOSES OF
THIS SECTION 12, "COMMON STOCK OF THE SUCCESSOR OR ACQUIRING CORPORATION" SHALL
INCLUDE STOCK OF SUCH CORPORATION OF ANY CLASS WHICH IS NOT PREFERRED AS TO
DIVIDENDS OR ASSETS OVER ANY OTHER CLASS OF STOCK OF SUCH CORPORATION AND WHICH
IS NOT SUBJECT TO REDEMPTION.
THE FOREGOING PROVISIONS OF THIS SECTION 12 SHALL
SIMILARLY APPLY TO SUCCESSIVE REORGANIZATIONS, RECLASSIFICATIONS, MERGERS,
CONSOLIDATIONS OR DISPOSITION OF ASSETS.
13.
INTENTIONALLY DELETED.
14.
NOTICE OF ADJUSTMENT.
WHENEVER THE NUMBER OF WARRANT SHARES OR
NUMBER OR KIND OF SECURITIES OR OTHER PROPERTY PURCHASABLE UPON THE EXERCISE OF
THIS WARRANT OR THE EXERCISE PRICE IS ADJUSTED, AS HEREIN PROVIDED, THE COMPANY
SHALL GIVE NOTICE THEREOF TO THE HOLDER, WHICH NOTICE SHALL STATE THE NUMBER OF
WARRANT SHARES (AND OTHER SECURITIES OR PROPERTY) PURCHASABLE UPON THE EXERCISE
OF THIS WARRANT AND THE EXERCISE PRICE OF SUCH WARRANT SHARES (AND OTHER
SECURITIES OR PROPERTY) AFTER SUCH ADJUSTMENT, SETTING FORTH A BRIEF STATEMENT
OF THE FACTS REQUIRING SUCH ADJUSTMENT AND SETTING FORTH THE COMPUTATION BY
WHICH SUCH ADJUSTMENT WAS MADE.
15.
NOTICE OF CORPORATE ACTION.
IF AT ANY TIME:
(A)
THE COMPANY SHALL TAKE A RECORD OF THE HOLDERS OF ITS COMMON STOCK FOR THE
PURPOSE OF ENTITLING THEM TO RECEIVE A DIVIDEND OR OTHER DISTRIBUTION, OR ANY
RIGHT TO SUBSCRIBE FOR OR PURCHASE ANY EVIDENCES OF ITS INDEBTEDNESS, ANY SHARES
OF STOCK OF ANY CLASS OR ANY OTHER SECURITIES OR PROPERTY, OR TO RECEIVE ANY
OTHER RIGHT, OR
(B)
THERE SHALL BE ANY CAPITAL REORGANIZATION OF THE COMPANY, ANY
RECLASSIFICATION OR RECAPITALIZATION OF THE CAPITAL STOCK OF THE COMPANY OR ANY
CONSOLIDATION OR MERGER OF THE
6
COMPANY WITH, OR ANY SALE, TRANSFER OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY
ALL THE PROPERTY, ASSETS OR BUSINESS OF THE COMPANY TO, ANOTHER CORPORATION THAT
WOULD TRIGGER AN ADJUSTMENT PURSUANT TO SECTION 12, OR
(C)
THERE SHALL BE A VOLUNTARY OR INVOLUNTARY DISSOLUTION, LIQUIDATION OR
WINDING UP OF THE COMPANY;
THEN, IN ANY ONE OR MORE OF SUCH CASES, THE COMPANY SHALL GIVE TO HOLDER (I) AT
LEAST 20 DAYS' PRIOR WRITTEN NOTICE OF THE DATE