LIABILITIES HEREUNDER, SUBJECT TO SUCH MODIFICATIONS AS MAY BE
DEEMED APPROPRIATE (AS DETERMINED BY RESOLUTION OF THE BOARD) IN ORDER TO
PROVIDE FOR ADJUSTMENTS OF SHARES OF COMMON STOCK FOR WHICH THIS WARRANT IS
EXERCISABLE WHICH SHALL BE AS NEARLY EQUIVALENT AS PRACTICABLE TO THE
ADJUSTMENTS PROVIDED FOR IN THIS ARTICLE IV.
FOR PURPOSES OF THIS SECTION 4.9,
"COMMON STOCK OF THE SUCCESSOR OR ACQUIRING PERSON" SHALL INCLUDE STOCK OF SUCH
PERSON OF ANY CLASS WHICH IS NOT PREFERRED AS TO DIVIDENDS OR ASSETS OVER ANY
OTHER CLASS OF STOCK OF SUCH PERSON AND WHICH IS NOT SUBJECT TO REDEMPTION AND
SHALL ALSO INCLUDE ANY EVIDENCES OF INDEBTEDNESS, SHARES OF STOCK OR OTHER
SECURITIES WHICH ARE CONVERTIBLE INTO OR EXCHANGEABLE FOR ANY SUCH STOCK, EITHER
IMMEDIATELY OR UPON THE ARRIVAL OF A SPECIFIED DATE OR THE HAPPENING OF A
SPECIFIED EVENT AND ANY WARRANTS OR OTHER RIGHTS TO SUBSCRIBE FOR OR PURCHASE
ANY SUCH STOCK.
THE FOREGOING PROVISIONS OF THIS SECTION 4.9 SHALL SIMILARLY
APPLY TO SUCCESSIVE REORGANIZATIONS, RECLASSIFICATIONS, MERGERS, CONSOLIDATIONS
OR DISPOSITION OF ASSETS.
V.
NOTICES TO WARRANT HOLDERS.
5.1
NOTICE OF ADJUSTMENTS.
WHENEVER AN ADJUSTMENT TO THIS WARRANT IS
MADE PURSUANT TO SECTION 4, COMPANY SHALL PROMPTLY DELIVER TO EACH HOLDER A
CERTIFICATE TO BE EXECUTED BY THE CHIEF FINANCIAL OFFICER OF COMPANY SETTING
FORTH, IN REASONABLE DETAIL, THE EVENT REQUIRING THE ADJUSTMENT AND THE METHOD
BY WHICH SUCH ADJUSTMENT WAS CALCULATED, SPECIFYING THE NUMBER OF SHARES OF
COMMON STOCK FOR WHICH THIS WARRANT IS EXERCISABLE AND (IF SUCH ADJUSTMENT WAS
MADE PURSUANT TO SECTION 4.9) DESCRIBING THE NUMBER AND KIND OF ANY OTHER SHARES
OF STOCK OR OTHER PROPERTY FOR WHICH THIS WARRANT IS EXERCISABLE, AND ANY CHANGE
IN THE PURCHASE PRICE OR PRICES THEREOF, AFTER GIVING EFFECT TO SUCH ADJUSTMENT
OR CHANGE. COMPANY SHALL KEEP AT ITS OFFICE OR AGENCY DESIGNATED PURSUANT TO
SECTION 13.2 COPIES OF ALL SUCH CERTIFICATES AND CAUSE THE SAME TO BE AVAILABLE
13
FOR INSPECTION AT SAID OFFICE DURING NORMAL BUSINESS HOURS BY ANY HOLDER OR ANY
PROSPECTIVE PURCHASER OF A WARRANT DESIGNATED BY A HOLDER THEREOF.
5.2
NOTICE OF CORPORATE ACTION.
IF AT ANY TIME
(A)
COMPANY SHALL TAKE A RECORD OF THE HOLDERS OF ITS COMMON STOCK FOR
THE PURPOSE OF ENTITLING THEM TO RECEIVE A DIVIDEND OR OTHER DISTRIBUTION, OR
ANY RIGHT TO SUBSCRIBE FOR OR PURCHASE ANY EVIDENCES OF ITS INDEBTEDNESS, ANY
SHARES OF STOCK OF ANY CLASS OR ANY OTHER SECURITIES OR PROPERTY, OR TO RECEIVE
ANY OTHER RIGHT, OR
(B)
THERE SHALL BE ANY CAPITAL REORGANIZATION OF COMPANY, ANY
RECLASSIFICATION OR RECAPITALIZATION OF THE CAPITAL STOCK OF COMPANY OR ANY
CONSOLIDATION OR MERGER OF COMPANY WITH, OR ANY SALE, TRANSFER OR OTHER
DISPOSITION OF ALL OR SUBSTANTIALLY ALL THE PROPERTY, ASSETS OR BUSINESS OF
COMPANY TO, ANOTHER CORPORATION, OR
(C)
THERE SHALL BE A VOLUNTARY OR INVOLUNTARY DISSOLUTION, LIQUIDATION
OR WINDING UP OF COMPANY;
then, in any one or more of such cases, Company shall give to Holder (i) at
least 30 days' prior