as they would
have received if all outstanding shares of Series C Preferred Stock had been
converted into Common Stock on the date of such event.
5.7
ADJUSTMENTS FOR OTHER DIVIDENDS AND DISTRIBUTIONS.
IN THE EVENT THE
CORPORATION AT ANY TIME OR FROM TIME TO TIME AFTER THE SERIES C ORIGINAL ISSUE
DATE SHALL MAKE OR ISSUE, OR FIX A RECORD DATE FOR THE DETERMINATION OF HOLDERS
OF COMMON STOCK ENTITLED TO RECEIVE, A DIVIDEND OR OTHER DISTRIBUTION PAYABLE IN
SECURITIES OF THE CORPORATION (OTHER THAN A DISTRIBUTION OF SHARES OF COMMON
STOCK IN RESPECT OF OUTSTANDING SHARES OF COMMON STOCK) OR IN OTHER PROPERTY AND
THE PROVISIONS OF SECTION 2 DO NOT APPLY TO SUCH DIVIDEND OR DISTRIBUTION, THEN
AND IN EACH SUCH EVENT THE HOLDERS OF SERIES C PREFERRED STOCK SHALL RECEIVE,
SIMULTANEOUSLY WITH THE DISTRIBUTION TO THE HOLDERS OF COMMON STOCK, A DIVIDEND
OR OTHER DISTRIBUTION OF SUCH SECURITIES OR OTHER PROPERTY IN AN AMOUNT EQUAL TO
THE AMOUNT OF SUCH SECURITIES OR OTHER PROPERTY AS THEY WOULD HAVE RECEIVED IF
ALL OUTSTANDING SHARES OF SERIES C PREFERRED STOCK HAD BEEN CONVERTED INTO
COMMON STOCK ON THE DATE OF SUCH EVENT.
13
5.8
ADJUSTMENT FOR MERGER OR REORGANIZATION, ETC.
SUBJECT TO THE
PROVISIONS OF SUBSECTION 3.3, IF THERE SHALL OCCUR ANY REORGANIZATION,
RECAPITALIZATION, RECLASSIFICATION, CONSOLIDATION OR MERGER INVOLVING THE
CORPORATION IN WHICH THE COMMON STOCK (BUT NOT THE SERIES C PREFERRED STOCK) IS
CONVERTED INTO OR EXCHANGED FOR SECURITIES, CASH OR OTHER PROPERTY (OTHER THAN A
TRANSACTION COVERED BY SUBSECTIONS 5.4, 5.6 OR 5.7), THEN, FOLLOWING ANY SUCH
REORGANIZATION, RECAPITALIZATION, RECLASSIFICATION, CONSOLIDATION OR MERGER,
EACH SHARE OF SERIES C PREFERRED STOCK SHALL THEREAFTER BE CONVERTIBLE IN LIEU
OF THE COMMON STOCK INTO WHICH IT WAS CONVERTIBLE PRIOR TO SUCH EVENT INTO THE
KIND AND AMOUNT OF SECURITIES, CASH OR OTHER PROPERTY WHICH A HOLDER OF THE
NUMBER OF SHARES OF COMMON STOCK OF THE CORPORATION ISSUABLE UPON CONVERSION OF
ONE SHARE OF SERIES C PREFERRED STOCK IMMEDIATELY PRIOR TO SUCH REORGANIZATION,
RECAPITALIZATION, RECLASSIFICATION, CONSOLIDATION OR MERGER WOULD HAVE BEEN
ENTITLED TO RECEIVE PURSUANT TO SUCH TRANSACTION; AND, IN SUCH CASE, APPROPRIATE
ADJUSTMENT (AS DETERMINED IN GOOD FAITH BY THE BOARD OF DIRECTORS OF THE
CORPORATION) SHALL BE MADE IN THE APPLICATION OF THE PROVISIONS IN THIS SECTION
5 WITH RESPECT TO THE RIGHTS AND INTERESTS THEREAFTER OF THE HOLDERS OF THE
SERIES C PREFERRED STOCK, TO THE END THAT THE PROVISIONS SET FORTH IN THIS
SECTION 5 (INCLUDING PROVISIONS WITH RESPECT TO CHANGES IN AND OTHER ADJUSTMENTS
OF THE SERIES C CONVERSION PRICE) SHALL THEREAFTER BE APPLICABLE, AS NEARLY AS
REASONABLY MAY BE, IN RELATION TO ANY SECURITIES OR OTHER PROPERTY THEREAFTER
DELIVERABLE UPON THE CONVERSION OF THE SERIES C PREFERRED STOCK.
5.9
CERTIFICATE AS TO ADJUSTMENTS.
UPON THE OCCURRENCE OF EACH
ADJUSTMENT OR READJUSTMENT OF THE SERIES C CONVERSION PRICE PURSUANT TO THIS
SECTION 5, THE CORPORATION AT ITS EXPENSE SHALL, AS PROMPTLY AS REASONABLY
PRACTICABLE BUT IN ANY EVENT NOT LATER THAN 10 DAYS