ARE
ENTITLED TO RECEIVE AS A RESULT OF SUCH CONSOLIDATION, MERGER OR SALE OR
CONVEYANCE, SHALL EXPRESSLY ASSUME THE DUE AND PUNCTUAL OBSERVANCE AND
PERFORMANCE OF EACH AND EVERY COVENANT AND CONDITION OF THIS ADDITIONAL
INVESTMENT RIGHT 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 ADDITIONAL
INVESTMENT RIGHT SHARES FOR WHICH THIS ADDITIONAL INVESTMENT RIGHT 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 AND SHALL ALSO INCLUDE ANY EVIDENCES OF INDEBTEDNESS, SHARES OF STOCK
OR OTHER SECURITIES WHICH ARE CONVERTIBLE INTO OR EXCHANGEABLE FOR ANY SUCH
STOCK, EITHER IMMEDIATELY OR UPON THE ARRIVAL OF A SPECIFIED DATE OR THE
HAPPENING OF A SPECIFIED EVENT AND ANY WARRANTS OR OTHER RIGHTS TO SUBSCRIBE FOR
OR PURCHASE ANY SUCH STOCK.
THE FOREGOING PROVISIONS OF THIS SECTION 12 SHALL
SIMILARLY APPLY TO SUCCESSIVE REORGANIZATIONS, RECLASSIFICATIONS, MERGERS,
CONSOLIDATIONS OR DISPOSITION OF ASSETS.
13.
VOLUNTARY ADJUSTMENT BY THE COMPANY.
THE COMPANY MAY AT ANY TIME DURING
THE TERM OF THIS ADDITIONAL INVESTMENT RIGHT REDUCE THE THEN CURRENT EXERCISE
PRICE TO ANY AMOUNT AND FOR ANY PERIOD OF TIME DEEMED APPROPRIATE BY THE BOARD
OF DIRECTORS OF THE COMPANY.
14.
NOTICE OF ADJUSTMENT.
WHENEVER THE NUMBER OF ADDITIONAL INVESTMENT RIGHT
SHARES OR NUMBER OR KIND OF SECURITIES OR OTHER PROPERTY PURCHASABLE UPON THE
EXERCISE OF THIS ADDITIONAL INVESTMENT RIGHT 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 ADDITIONAL INVESTMENT RIGHT SHARES (AND OTHER
SECURITIES OR PROPERTY) PURCHASABLE UPON THE EXERCISE OF THIS ADDITIONAL
INVESTMENT RIGHT AND THE EXERCISE PRICE OF SUCH ADDITIONAL INVESTMENT RIGHT
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
8
(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 Company with, or any sale,
transfer or other