be made by and set forth in an indenture supplemental hereto with its
successor or such corporation or other entity, as applicable, contemporaneously
with such Capital Reorganization, provided that no such adjustments shall be
prejudicial to the interests of any Warrantholders, and which supplemental
indenture shall be approved by action by the directors and shall for all
purposes be conclusively deemed to be an appropriate adjustment.
To give effect
to the provisions of this subsection, the Corporation shall or shall impose upon
its successor or such purchasing corporation or entity, as the case may be,
prior to or contemporaneously with the Capital Reorganization, an agreement or
an undertaking which shall provide, to the extent possible, for the applications
of the provisions set forth herein with respect to the rights and interests
thereafter of the Warrantholder to the extent that the adjustment provisions set
forth in this Warrant Indenture shall thereafter correspondingly be made
applicable, as nearly as may reasonably be, with respect to any shares, other
securities or property to which the Warrantholder is entitled on exercise of
acquisition rights hereunder.
Any such agreement or undertaking shall provide
that such adjustments shall apply to successive Capital Reorganizations.
22
(E)
IF AT ANY TIME AFTER THE EFFECTIVE DATE BUT
PRIOR TO THE EXPIRY DATE ANY ADJUSTMENT OR READJUSTMENT IN THE EXERCISE PRICE
SHALL OCCUR PURSUANT TO THE PROVISIONS OF SUBSECTIONS 5.01(A), 5.01(B) OR
5.01(C) OF THIS INDENTURE, THEN THE NUMBER OF COMMON SHARES PURCHASABLE UPON THE
SUBSEQUENT EXERCISE OF WARRANTS SHALL BE SIMULTANEOUSLY ADJUSTED OR READJUSTED,
AS THE CASE MAY BE, BY MULTIPLYING THE NUMBER OF COMMON SHARES PURCHASABLE UPON
THE EXERCISE OF WARRANTS IMMEDIATELY PRIOR TO SUCH ADJUSTMENT OR READJUSTMENT BY
A FRACTION WHICH SHALL BE THE RECIPROCAL OF THE FRACTION USED IN THE ADJUSTMENT
OR READJUSTMENT OF THE EXERCISE PRICE.
(F)
ADJUSTMENTS PRIOR TO EFFECTIVE DATE:
NOTWITHSTANDING ANY OTHER PROVISIONS HEREOF, IN THE EVENT THAT, AT ANY TIME
PRIOR TO THE EFFECTIVE DATE, THERE SHALL HAVE OCCURRED ONE OR MORE EVENTS WHICH,
IF ANY WARRANT WAS OUTSTANDING, WOULD REQUIRE AN ADJUSTMENT OR ADJUSTMENTS
THERETO OR TO THE EXERCISE PRICE THEREOF IN ACCORDANCE WITH THE PROVISIONS
HEREOF, THEN, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN AND
NOTWITHSTANDING THAT NO WARRANTS MAY BE OUTSTANDING AT THE APPLICABLE TIME UNDER
THIS INDENTURE, AT THE TIME OF THE ISSUE OF WARRANTS HEREUNDER THE SAME
ADJUSTMENT OR ADJUSTMENTS IN ACCORDANCE WITH THE ADJUSTMENT PROVISIONS HEREOF
SHALL BE MADE TO SUCH WARRANTS, MUTATIS MUTANDIS, AS IF SUCH WARRANTS WERE
OUTSTANDING AND GOVERNED BY THE PROVISIONS HEREOF UPON THE OCCURRENCE OF SUCH
EVENT OR EVENTS.
Section 5.02
Rules Regarding Calculation of
Adjustment of Exercise Price and Number of Common Shares Purchasable Upon
Exercise:
For the purposes of section 5.01 hereof the following subsections shall apply:
(A)
SUCCESSIVE ADJUSTMENTS:
ANY ADJUSTMENT
MADE PURSUANT TO SECTION 5.01 HEREOF SHALL BE CUMULATIVE AND MADE SUCCESSIVELY
WHENEVER AN EVENT REFERRED TO THEREIN SHALL OCCUR, SUBJECT TO THE FOLLOWING
SUBSECTIONS OF THIS SECTION 5.02.
(B)
MINIMUM ADJUSTMENTS:
NO ADJUSTMENT IN THE