WARRANT AFTER THE CONSUMMATION OF
SUCH RECLASSIFICATION, CHANGE, REORGANIZATION, CONSOLIDATION, MERGER OR
CONVEYANCE.
4.5.
OTHER EVENTS.
IF ANY EVENT OCCURS OF THE TYPE CONTEMPLATED BY THE
PROVISIONS OF THIS SECTION 4, BUT NOT EXPRESSLY PROVIDED FOR BY SUCH PROVISIONS
OR DEFINITION (INCLUDING, WITHOUT LIMITATION, THE GRANTING OF STOCK APPRECIATION
RIGHTS, PHANTOM STOCK RIGHTS OR OTHER RIGHTS WITH EQUITY FEATURES), THEN THE
COMPANY'S BOARD OF DIRECTORS IN ITS REASONABLE JUDGMENT SHALL MAKE AN
APPROPRIATE ADJUSTMENT IN THE NUMBER OF SHARES OF COMMON STOCK OBTAINABLE UPON
EXERCISE OF THIS WARRANT SO AS TO PROTECT THE RIGHTS OF THE HOLDER.
4.6.
CONVERSION OF COMMON STOCK.
IN CASE ALL OR ANY PORTION OF THE
AUTHORIZED AND OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY ARE REDEEMED OR
CONVERTED OR RECLASSIFIED INTO OTHER SECURITIES OR PROPERTY PURSUANT TO THE
COMPANY'S CERTIFICATE OF INCORPORATION OR OTHERWISE, OR THE COMMON STOCK
OTHERWISE CEASES TO EXIST, THEN, IN SUCH CASE, THE HOLDER OF THIS WARRANT, UPON
EXERCISE HEREOF AT ANY TIME AFTER THE DATE ON WHICH THE COMMON STOCK IS SO
REDEEMED OR CONVERTED, RECLASSIFIED OR CEASES TO EXIST (THE "TERMINATION DATE"),
SHALL RECEIVE, IN LIEU OF THE NUMBER OF SHARES OF COMMON STOCK THAT WOULD HAVE
BEEN ISSUABLE UPON SUCH EXERCISE IMMEDIATELY PRIOR TO THE TERMINATION DATE, THE
SECURITIES OR PROPERTY THAT WOULD HAVE BEEN RECEIVED IF THIS WARRANT HAD BEEN
EXERCISED IN FULL AND THE COMMON STOCK RECEIVED THEREUPON HAD BEEN
SIMULTANEOUSLY CONVERTED
5
immediately prior to the Termination Date, all subject to further adjustment as
provided in this Warrant.
Additionally, the Exercise Price shall be immediately
adjusted to equal the quotient obtained by dividing (x) the aggregate Exercise
Price of the maximum number of shares of Common Stock for which this Warrant was
exercisable immediately prior to the Termination Date by (y) the number of
shares of Common Stock of the Company for which this Warrant is exercisable
immediately after the Termination Date, all subject to further adjustment as
provided herein.
5.
REPRESENTATIONS AND WARRANTIES.
THE COMPANY HEREBY REPRESENTS
AND WARRANTS TO THE HOLDER THAT:
(A) THE COMPANY HAS ALL REQUISITE POWER AND
AUTHORITY TO ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER THIS WARRANT; (B) THE
EXECUTION AND DELIVERY BY THE COMPANY OF THIS WARRANT AND THE PERFORMANCE OF ALL
OBLIGATIONS OF THE COMPANY HEREUNDER HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY
BOARD AND STOCKHOLDER ACTIONS; (C) ALL COMMON STOCK WHICH MAY BE ISSUED UPON THE
EXERCISE OF THE PURCHASE RIGHT REPRESENTED BY THIS WARRANT SHALL, UPON ISSUANCE,
BE DULY AUTHORIZED, VALIDLY ISSUED, FULLY PAID AND NONASSESSABLE, AND FREE OF
ANY LIENS AND ENCUMBRANCES EXCEPT FOR RESTRICTIONS ON TRANSFER PROVIDED FOR
HEREIN OR UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS; AND (D) THE
COMPANY IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF ITS JURISDICTION OF INCORPORATION.
THE COMPANY'S
CAPITALIZATION INFORMATION IS SET FORTH IN EXHIBIT C HERETO.
6.
CERTIFICATE AS TO ADJUSTMENTS.
IN EACH CASE OF ANY ADJUSTMENT IN
THE EXERCISE PRICE, OR NUMBER OR TYPE OF