the Corporation shall take whatever steps are necessary
or appropriate to keep in trust for the holders of the Series D Preferred Stock
at all times such securities and other property as shall be required to fulfill
its obligations hereunder in respect of the shares issuable upon the exercise or
conversion of all the Series D Preferred Stock.
(II)
IF AT ANY TIME OR FROM TIME TO TIME ON OR AFTER THE SERIES D
PREFERRED STOCK ISSUE DATE, THE CORPORATION GRANTS, ISSUES OR SELLS ANY OPTIONS
OR RIGHTS (OTHER THAN CONVERTIBLE SECURITIES) TO PURCHASE STOCK, WARRANTS,
SECURITIES OR OTHER PROPERTY PRO RATA TO THE HOLDERS OF COMMON STOCK OF ALL
CLASSES ("PURCHASE RIGHTS"), AND IF THE HOLDER SHALL BE ENTITLED TO AN
ADJUSTMENT PURSUANT TO SECTION 7(E) ABOVE, THEN IN LIEU OF SUCH ADJUSTMENT, EACH
HOLDER OF SERIES D PREFERRED STOCK SHALL BE ENTITLED, AT SUCH HOLDER'S OPTION,
TO ACQUIRE (WHETHER OR NOT SUCH HOLDER'S SERIES D PREFERRED STOCK SHALL HAVE
BEEN CONVERTED), UPON THE TERMS APPLICABLE TO SUCH PURCHASE RIGHTS, THE
AGGREGATE PURCHASE RIGHTS THAT SUCH HOLDER COULD HAVE ACQUIRED IF SUCH HOLDER
HAD HELD THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH
SERIES D PREFERRED STOCK IMMEDIATELY PRIOR TO THE TIME OR TIMES AT WHICH THE
CORPORATION GRANTED, ISSUED OR SOLD SUCH PURCHASE RIGHTS.
(G)
SUBDIVISION OR COMBINATION OF STOCK OR STOCK DIVIDENDS.
IN CASE
THE CORPORATION SHALL AT ANY TIME SUBDIVIDE ITS OUTSTANDING SHARES OF COMMON
STOCK INTO A GREATER NUMBER OF SHARES, BY SPLIT OR OTHERWISE, OR ISSUE
ADDITIONAL SHARES OF COMMON STOCK AS A DIVIDEND (OTHER THAN A DIVIDEND IN
ACCORDANCE WITH SECTION 3 HEREOF), OR MAKE ANY OTHER DISTRIBUTION UPON ANY CLASS
OR SERIES OF STOCK PAYABLE IN SHARES OF COMMON STOCK OR CONVERTIBLE SECURITIES,
THE CONVERSION PRICE IN EFFECT IMMEDIATELY PRIOR TO SUCH SUBDIVISION SHALL BE
14
PROPORTIONATELY REDUCED AND, CONVERSELY, IN CASE THE OUTSTANDING SHARES OF
COMMON STOCK OF THE CORPORATION SHALL BE COMBINED INTO A SMALLER NUMBER OF
SHARES, THE CONVERSION PRICE IN EFFECT IMMEDIATELY PRIOR TO SUCH COMBINATION
SHALL BE PROPORTIONATELY INCREASED.
(H)
CHANGES IN COMMON STOCK.
IF ANY CAPITAL REORGANIZATION OR
RECLASSIFICATION OF THE CAPITAL STOCK OF THE CORPORATION, OR CONSOLIDATION OR
MERGER OF THE CORPORATION WITH OR INTO ANOTHER PERSON, OR THE SALE, TRANSFER OR
OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS TO ANOTHER
CORPORATION FOR CASH OR STOCK OF SUCH OTHER CORPORATION, SHALL BE EFFECTED,
THEN, AS A CONDITION OF SUCH REORGANIZATION, RECLASSIFICATION, CONSOLIDATION,
MERGER, SALE, TRANSFER OR OTHER DISPOSITION, LAWFUL AND ADEQUATE PROVISION SHALL
BE MADE WHEREBY EACH HOLDER OF SERIES D PREFERRED STOCK SHALL THEREAFTER HAVE
THE RIGHT TO PURCHASE AND RECEIVE UPON THE BASIS AND UPON THE TERMS AND
CONDITIONS HEREIN SPECIFIED AND IN LIEU OF THE SHARES OF THE COMMON STOCK OF THE
CORPORATION IMMEDIATELY THERETOFORE ISSUABLE UPON CONVERSION OF THE SERIES D
PREFERRED STOCK, SUCH KIND AND AMOUNT OF SHARES OF STOCK, SECURITIES (OF THE
CORPORATION OR ANOTHER ISSUER) OR PROPERTY OR CASH AS