OF THE AMOUNT BY WHICH THE EXERCISE PRICE OF THIS WARRANT WAS DECREASED
WITH RESPECT TO THE DISTRIBUTION PURSUANT TO THE TERMS OF THE IMMEDIATELY
PRECEDING PARAGRAPH (A) AND THE NUMBER OF WARRANT SHARES CALCULATED IN
ACCORDANCE WITH THE FIRST PART OF THIS PARAGRAPH (B).
4.
PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.
(A)
PURCHASE RIGHTS.
IN ADDITION TO ANY ADJUSTMENTS PURSUANT TO
SECTION 2 ABOVE, IF AT ANY TIME THE COMPANY GRANTS, ISSUES OR SELLS ANY OPTIONS,
CONVERTIBLE SECURITIES OR RIGHTS TO PURCHASE STOCK, WARRANTS, SECURITIES OR
OTHER PROPERTY PRO RATA TO THE RECORD HOLDERS OF ANY CLASS OF SHARES OF COMMON
STOCK (THE "PURCHASE RIGHTS"), THEN THE HOLDER WILL BE ENTITLED TO ACQUIRE, UPON
THE TERMS APPLICABLE TO SUCH PURCHASE RIGHTS, THE AGGREGATE PURCHASE RIGHTS
WHICH THE HOLDER COULD HAVE ACQUIRED IF THE HOLDER HAD HELD THE NUMBER OF SHARES
OF COMMON STOCK ACQUIRABLE UPON COMPLETE EXERCISE OF THIS WARRANT (WITHOUT
REGARD TO ANY LIMITATIONS ON THE EXERCISE OF THIS WARRANT) IMMEDIATELY BEFORE
THE DATE ON WHICH A RECORD IS TAKEN FOR THE GRANT, ISSUANCE OR SALE OF SUCH
PURCHASE RIGHTS, OR, IF NO SUCH RECORD IS TAKEN, THE DATE AS OF
10
WHICH THE RECORD HOLDERS OF SHARES OF COMMON STOCK ARE TO BE DETERMINED FOR THE
GRANT, ISSUE OR SALE OF SUCH PURCHASE RIGHTS.
(B)
FUNDAMENTAL TRANSACTIONS.
THE COMPANY SHALL NOT ENTER INTO OR BE
PARTY TO A FUNDAMENTAL TRANSACTION UNLESS (I)
THE SUCCESSOR ENTITY ASSUMES IN
WRITING ALL OF THE OBLIGATIONS OF THE COMPANY UNDER THIS WARRANT AND THE OTHER
TRANSACTION DOCUMENTS IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION (4)(B)
PURSUANT TO WRITTEN AGREEMENTS IN FORM AND SUBSTANCE SATISFACTORY TO THE
REQUIRED HOLDERS AND APPROVED BY THE REQUIRED HOLDERS PRIOR TO SUCH FUNDAMENTAL
TRANSACTION, INCLUDING AGREEMENTS TO DELIVER TO EACH HOLDER OF WARRANTS IN
EXCHANGE FOR SUCH WARRANTS A SECURITY OF THE SUCCESSOR ENTITY EVIDENCED BY A
WRITTEN INSTRUMENT SUBSTANTIALLY SIMILAR IN FORM AND SUBSTANCE TO THIS WARRANT,
INCLUDING, WITHOUT LIMITATION, AN ADJUSTED EXERCISE PRICE EQUAL TO THE VALUE FOR
THE SHARES OF COMMON STOCK REFLECTED BY THE TERMS OF SUCH FUNDAMENTAL
TRANSACTION, AND EXERCISABLE FOR A CORRESPONDING NUMBER OF SHARES OF CAPITAL
STOCK EQUIVALENT TO THE SHARES OF COMMON STOCK ACQUIRABLE AND RECEIVABLE UPON
EXERCISE OF THIS WARRANT (WITHOUT REGARD TO ANY LIMITATIONS ON THE EXERCISE OF
THIS WARRANT) PRIOR TO SUCH FUNDAMENTAL TRANSACTION, AND SATISFACTORY TO THE
REQUIRED HOLDERS AND (II) THE SUCCESSOR ENTITY (INCLUDING ITS PARENT ENTITY) IS
A PUBLICLY TRADED CORPORATION WHOSE COMMON STOCK IS QUOTED ON OR LISTED FOR
TRADING ON AN ELIGIBLE MARKET.
UPON THE OCCURRENCE OF ANY FUNDAMENTAL
TRANSACTION, THE SUCCESSOR ENTITY SHALL SUCCEED TO, AND BE SUBSTITUTED FOR (SO
THAT FROM AND AFTER THE DATE OF SUCH FUNDAMENTAL TRANSACTION, THE PROVISIONS OF
THIS WARRANT REFERRING TO THE "COMPANY" SHALL REFER INSTEAD TO THE SUCCESSOR
ENTITY), AND MAY EXERCISE EVERY RIGHT AND POWER OF THE COMPANY AND SHALL ASSUME
ALL OF THE OBLIGATIONS OF THE COMPANY UNDER THIS WARRANT WITH THE SAME EFFECT AS
IF SUCH SUCCESSOR ENTITY HAD