ISSUANCE, BE DULY AND
VALIDLY ISSUED, FULLY PAID AND NONASSESSABLE AND THE HOLDER OF SUCH WARRANT
SHARES SHALL HAVE GOOD TITLE TO SUCH WARRANT SHARES FREE FROM ALL TAXES, LIENS
AND CHARGES WITH RESPECT TO THE ISSUANCE THEREOF.
(C)
LISTING ON SECURITIES EXCHANGES. THE COMPANY
PROMPTLY WILL PROCURE AT ITS SOLE EXPENSE THE LISTING OF ALL WARRANT SHARES THEN
REGISTERED FOR PUBLIC SALE (SUBJECT TO ISSUANCE OR NOTICE OF ISSUANCE) ON ALL
STOCK EXCHANGES ON WHICH THE SHARES OF COMMON STOCK ARE THEN LISTED.
4
4.
PARTICIPATION IN DISTRIBUTIONS OF
COMMON STOCK AND CERTAIN ADJUSTMENTS.
Under certain conditions, the Aggregate Number is subject to adjustment as set
forth in this Section 4. No adjustments shall be made under this Section 4 as a
result of the issuance by the Company of the Warrant Shares upon exercise of
this Warrant.
(A)
ADJUSTMENTS. THE AGGREGATE NUMBER, AFTER TAKING
INTO CONSIDERATION ANY PRIOR ADJUSTMENTS PURSUANT TO THIS SECTION 4, SHALL BE
SUBJECT TO ADJUSTMENT FROM TIME TO TIME AS FOLLOWS AND, THEREAFTER, AS ADJUSTED,
SHALL BE DEEMED TO BE THE AGGREGATE NUMBER HEREUNDER. NO ADJUSTMENT SHALL BE
MADE UNDER THIS SECTION 4(A) UPON THE ISSUANCE OF CONVERTIBLE SECURITIES OR
COMMON STOCK ISSUABLE UPON EXERCISE OR CONVERSION OF SUCH CONVERTIBLE SECURITIES
IF AN ADJUSTMENT SHALL PREVIOUSLY HAVE BEEN MADE UPON THE ISSUANCE OF SUCH
CONVERTIBLE SECURITIES PURSUANT TO SECTION 4(C).
(I)
STOCK DIVIDENDS; SUBDIVISIONS AND COMBINATIONS. IN CASE AT ANY TIME OR
FROM TIME TO TIME THE COMPANY SHALL:
(A)
ISSUE TO THE HOLDERS OF THE COMMON STOCK A
DIVIDEND PAYABLE IN, OR OTHER DISTRIBUTION OF, COMMON STOCK (A "STOCK
DIVIDEND"),
(B)
SUBDIVIDE ITS OUTSTANDING SHARES OF COMMON
STOCK INTO A LARGER NUMBER OF SHARES OF COMMON STOCK, INCLUDING WITHOUT
LIMITATION BY MEANS OF A STOCK SPLIT (A "STOCK SUBDIVISION"), OR
(C)
COMBINE ITS OUTSTANDING SHARES OF COMMON
STOCK INTO A SMALLER NUMBER OF SHARES OF COMMON STOCK (A "STOCK COMBINATION"),
then the Aggregate Number in effect immediately prior thereto shall be
(1) proportionately increased in the case of a Stock Dividend or a Stock
Subdivision and (2) proportionately decreased in the case of a Stock
Combination. In the event the Company shall declare or pay, without
consideration, any dividend on the Common Stock payable in any right to acquire
Common Stock for no consideration, then the Company shall be deemed to have made
a Stock Dividend in an amount of shares equal to the maximum number of shares
issuable upon exercise of such rights to acquire Common Stock.
(II)
OTHER DISTRIBUTIONS. IN CASE AT ANY TIME OR FROM TIME TO TIME THE
COMPANY SHALL TAKE A RECORD OF THE HOLDERS OF THE COMMON STOCK FOR THE PURPOSE
OF ENTITLING THEM TO RECEIVE ANY DIVIDEND OR OTHER DISTRIBUTION, OTHER THAN A
DISTRIBUTION OF COMMON STOCK, CONVERTIBLE SECURITIES OR OPTIONS, WARRANTS OR
OTHER RIGHTS TO SUBSCRIBE FOR OR PURCHASE ANY CONVERTIBLE SECURITIES
(COLLECTIVELY, A "DISTRIBUTION"), OF:
(A)
CASH (OTHER THAN REGULAR QUARTERLY DIVIDENDS
PAYABLE OUT OF CURRENT CONSOLIDATED EARNINGS);
(B)
ANY EVIDENCES OF ITS