B PREFERRED STOCK WHICH SHALL HAVE BEEN SURRENDERED FOR CONVERSION AS
HEREIN PROVIDED SHALL NO LONGER BE DEEMED TO BE OUTSTANDING AND ALL RIGHTS WITH
RESPECT TO SUCH SHARES SHALL IMMEDIATELY CEASE AND TERMINATE AT THE CONVERSION
TIME, EXCEPT ONLY THE RIGHT OF THE HOLDERS THEREOF TO RECEIVE SHARES OF COMMON
STOCK IN EXCHANGE THEREFOR, TO RECEIVE PAYMENT IN LIEU OF ANY FRACTION OF A
SHARE OTHERWISE ISSUABLE UPON SUCH CONVERSION AS PROVIDED IN SUBSECTION 4.2 AND
TO RECEIVE PAYMENT OF ANY DIVIDENDS DECLARED BUT UNPAID THEREON.
ANY SHARES OF
SERIES A PREFERRED STOCK OR SERIES B PREFERRED STOCK SO CONVERTED SHALL BE
RETIRED AND CANCELLED AND MAY NOT BE REISSUED AS SHARES OF SUCH SERIES, AND THE
CORPORATION MAY THEREAFTER TAKE SUCH APPROPRIATE ACTION (WITHOUT THE NEED FOR
STOCKHOLDER ACTION) AS MAY BE NECESSARY TO REDUCE THE AUTHORIZED NUMBER OF
SHARES OF SERIES A PREFERRED STOCK OR SERIES B PREFERRED STOCK ACCORDINGLY.
1.1.2
NO FURTHER ADJUSTMENT.
UPON ANY SUCH CONVERSION, NO ADJUSTMENT TO
THE APPLICABLE CONVERSION PRICE SHALL BE MADE FOR ANY DECLARED BUT UNPAID
DIVIDENDS ON THE SERIES A PREFERRED STOCK OR SERIES B PREFERRED STOCK
SURRENDERED FOR CONVERSION OR ON THE COMMON STOCK DELIVERED UPON CONVERSION.
4.3.4
TAXES.
THE CORPORATION SHALL PAY ANY AND ALL ISSUE AND OTHER
SIMILAR TAXES THAT MAY BE PAYABLE IN RESPECT OF ANY ISSUANCE OR DELIVERY OF
SHARES OF COMMON STOCK UPON CONVERSION OF SHARES PURSUANT TO THIS SECTION 4.
THE CORPORATION SHALL NOT, HOWEVER, BE REQUIRED TO PAY ANY TAX WHICH MAY BE
PAYABLE IN RESPECT OF ANY TRANSFER INVOLVED IN THE ISSUANCE AND DELIVERY OF
SHARES OF COMMON STOCK IN A NAME OTHER THAN THAT IN WHICH THE SHARES OF SERIES A
PREFERRED STOCK OR SERIES B PREFERRED STOCK SO CONVERTED WERE REGISTERED, AND NO
SUCH ISSUANCE OR DELIVERY SHALL BE MADE UNLESS AND UNTIL THE PERSON OR ENTITY
REQUESTING SUCH ISSUANCE HAS PAID TO THE CORPORATION THE AMOUNT OF ANY SUCH TAX
OR HAS ESTABLISHED, TO THE SATISFACTION OF THE CORPORATION, THAT SUCH TAX HAS
BEEN PAID.
4.4
ADJUSTMENTS TO CONVERSION PRICE FOR DILUTING ISSUES.
10
4.4.1
SPECIAL DEFINITIONS.
FOR PURPOSES OF THIS ARTICLE FOURTH, THE
FOLLOWING DEFINITIONS SHALL APPLY:
(a)
"Option" shall mean rights, options or warrants to subscribe for,
purchase or otherwise acquire Common Stock or Convertible Securities.
(b)
"Original Issue Date" shall mean the date on which the first share
of the applicable series of Preferred Stock was issued.
(c)
"Convertible Securities" shall mean any evidences of indebtedness,
shares or other securities directly or indirectly convertible into or
exchangeable for Common Stock, but excluding Options.
(d)
"Additional Shares of Common Stock" shall mean all shares of
Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to be
issued) by the Corporation after the Original Issue Date, other than (1) the
following shares of Common Stock and (2) shares of Common Stock deemed issued
pursuant to the following Options and Convertible Securities (clauses (1) and
(2), collectively, "Exempted Securities"):
(i)
shares of Common Stock, Options