representing more than 49% of the then outstanding Common Stock.
CHARGES, TAXES AND EXPENSES. ISSUANCE OF CERTIFICATES FOR SHARES OF SERIES B
PREFERRED STOCK AND FOR UNDERLYING SHARES ISSUED ON CONVERSION OF (OR OTHERWISE
IN RESPECT OF) THE SERIES B PREFERRED STOCK SHALL BE MADE WITHOUT CHARGE TO THE
HOLDERS FOR ANY ISSUE TAX, WITHHOLDING TAX, TRANSFER AGENT FEE OR OTHER
INCIDENTAL TAX OR EXPENSE IN RESPECT OF THE ISSUANCE OF SUCH CERTIFICATES, ALL
OF WHICH TAXES AND EXPENSES SHALL BE PAID BY THE CORPORATION. THE HOLDER SHALL
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BE RESPONSIBLE FOR ALL TRANSFER TAX AND OTHER TAX LIABILITY THAT MAY ARISE AS A
RESULT OF HOLDING OR TRANSFERRING THE SERIES B PREFERRED STOCK OR RECEIVING
UNDERLYING SHARES IN RESPECT OF THE SERIES B PREFERRED STOCK.
REPLACEMENT CERTIFICATES. IF ANY CERTIFICATE EVIDENCING SERIES B PREFERRED STOCK
OR UNDERLYING SHARES IS MUTILATED, LOST, STOLEN OR DESTROYED, OR A HOLDER FAILS
TO DELIVER SUCH CERTIFICATE AS MAY OTHERWISE BE PROVIDED HEREIN, THE CORPORATION
SHALL ISSUE OR CAUSE TO BE ISSUED IN EXCHANGE AND SUBSTITUTION FOR AND UPON
CANCELLATION THEREOF, OR IN LIEU OF AND SUBSTITUTION FOR SUCH CERTIFICATE, A NEW
CERTIFICATE, BUT ONLY UPON RECEIPT OF EVIDENCE REASONABLY SATISFACTORY TO THE
CORPORATION OF SUCH LOSS, THEFT OR DESTRUCTION (IN SUCH CASE) AND, IN EACH CASE,
CUSTOMARY AND REASONABLE INDEMNITY, IF REQUESTED. APPLICANTS FOR A NEW
CERTIFICATE UNDER SUCH CIRCUMSTANCES SHALL ALSO COMPLY WITH SUCH OTHER
REASONABLE REGULATIONS AND PROCEDURES AND PAY SUCH OTHER REASONABLE THIRD-PARTY
COSTS AS THE CORPORATION MAY PRESCRIBE.
RESERVATION OF UNDERLYING SHARES. THE CORPORATION SHALL, AT ALL TIMES RESERVE
AND KEEP AVAILABLE OUT OF THE AGGREGATE OF ITS AUTHORIZED BUT UNISSUED AND
OTHERWISE UNRESERVED COMMON STOCK, SOLELY FOR THE PURPOSE OF ENABLING IT TO
ISSUE UNDERLYING SHARES AS REQUIRED HEREUNDER, THE NUMBER OF UNDERLYING SHARES
WHICH ARE THEN ISSUABLE AND DELIVERABLE UPON THE CONVERSION OF (AND OTHERWISE IN
RESPECT OF) ALL OUTSTANDING SERIES B PREFERRED STOCK (TAKING INTO ACCOUNT THE
ADJUSTMENTS OF SECTION 15), FREE FROM PREEMPTIVE RIGHTS OR ANY OTHER CONTINGENT
PURCHASE RIGHTS OF PERSONS OTHER THAN THE HOLDERS. ALL UNDERLYING SHARES SO
ISSUABLE AND DELIVERABLE SHALL, UPON ISSUANCE IN ACCORDANCE WITH THE TERMS
HEREOF, BE DULY AND VALIDLY AUTHORIZED, ISSUED AND FULLY PAID AND NONASSESSABLE.
THE CORPORATION COVENANTS THAT IT SHALL USE ITS REASONABLE BEST EFFORTS TO
SATISFY EACH OF THE EQUITY CONDITIONS.
CERTAIN ADJUSTMENTS. THE CONVERSION PRICE IS SUBJECT TO ADJUSTMENT FROM TIME TO
TIME AS SET FORTH IN THIS SECTION 15.
Stock Dividends and Splits. If the Corporation, at any time while Series B
Preferred Stock is outstanding, (i) pays a stock dividend on its Common Stock or
otherwise makes a distribution on any class of capital stock that is payable in
shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into
a larger number of shares, or (iii) combines outstanding shares of Common Stock
into a smaller number of shares, then in each such case the applicable
Conversion Price shall be multiplied by a fraction of which the numerator shall
be