AT LEAST ONE
PERCENT OF SUCH PRICE; PROVIDED, HOWEVER, THAT ANY ADJUSTMENT WHICH BY REASON OF
THIS SUBSECTION (IV) IS NOT REQUIRED TO BE MADE SHALL BE CARRIED FORWARD AND
TAKEN INTO ACCOUNT IN ANY SUBSEQUENT ADJUSTMENT. ALL CALCULATIONS UNDER THIS
SECTION 2(D) SHALL BE MADE TO THE NEAREST CENT OR TO THE NEAREST 1/100TH OF A
SHARE, AS THE CASE MAY BE.
ANYTHING IN THIS SECTION 2(D) TO THE CONTRARY
NOTWITHSTANDING, GROUP SHALL BE ENTITLED TO MAKE SUCH REDUCTION IN THE EXCHANGE
PRICE, IN ADDITION TO THOSE REQUIRED BY THIS SECTION 2(D), AS IT IN ITS
DISCRETION SHALL DETERMINE TO BE ADVISABLE IN ORDER THAT ANY STOCK DIVIDEND,
SUBDIVISION OF SHARES, DISTRIBUTION OF RIGHTS TO PURCHASE STOCK OR SECURITIES,
OR DISTRIBUTION OF SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE FOR STOCK
HEREAFTER MADE BY GROUP TO ITS STOCKHOLDERS SHALL NOT BE TAXABLE TO THE
RECIPIENTS.
(V)
WHENEVER THE EXCHANGE PRICE IS ADJUSTED AS HEREIN PROVIDED, GROUP
SHALL MAIL OR CAUSE TO BE MAILED BY FIRST CLASS MAIL, POSTAGE PREPAID, AS SOON
AS PRACTICABLE TO EACH HOLDER OF RECORD OF PREFERRED SHARES A NOTICE STATING
THAT THE EXCHANGE PRICE HAS BEEN ADJUSTED AND SETTING FORTH THE ADJUSTED
EXCHANGE PRICE.
(VI)
IN THE EVENT THAT AT ANY TIME, AS A RESULT OF AN ADJUSTMENT MADE
PURSUANT TO SUBSECTION (I) OF THIS SECTION 2(D), THE HOLDER OF ANY PREFERRED
SHARE THEREAFTER SURRENDERED FOR CONVERSION SHALL BECOME ENTITLED TO RECEIVE ANY
SHARES OF GROUP OTHER THAN SHARES OF COMMON STOCK, THEREAFTER THE EXCHANGE PRICE
OF SUCH OTHER SHARES SO RECEIVABLE UPON CONVERSION OF ANY PREFERRED SHARE SHALL
BE SUBJECT TO ADJUSTMENT FROM TIME TO TIME IN A MANNER AND ON TERMS AS NEARLY
EQUIVALENT AS PRACTICABLE TO THE PROVISIONS WITH RESPECT TO COMMON STOCK
CONTAINED IN THIS SECTION.
(E)
NOTICE
IN CASE:
(I)
GROUP SHALL TAKE ANY ACTION WHICH WOULD REQUIRE AN ADJUSTMENT IN
THE EXCHANGE PRICE PURSUANT TO SECTION 2(D); OR
5
(II)
GROUP SHALL AUTHORIZE THE GRANTING TO THE HOLDERS OF ITS COMMON
STOCK GENERALLY OF RIGHTS OR WARRANTS TO SUBSCRIBE FOR OR PURCHASE ANY SHARES OF
STOCK OF ANY CLASS OR OF ANY OTHER RIGHTS; OR
(III)
THERE SHALL BE ANY REORGANIZATION OR RECLASSIFICATION OF THE
COMMON STOCK OR ANY MERGER OR CONSOLIDATION TO WHICH GROUP IS A PARTY OR ANY
SALE OR TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE PROPERTY AND ASSETS OF
GROUP; OR
(IV)
THERE SHALL BE A VOLUNTARY OR INVOLUNTARY DISSOLUTION, LIQUIDATION
OR WINDING-UP OF GROUP;
THEN IN EACH SUCH CASE GROUP SHALL CAUSE TO BE GIVEN TO THE HOLDERS OF PREFERRED
SHARES AS PROMPTLY AS POSSIBLE, BUT IN ANY EVENT AT LEAST FIFTEEN (15) DAYS
PRIOR TO THE APPLICABLE DATE HEREINAFTER SPECIFIED, A NOTICE STATING (I) THE
DATE ON WHICH A RECORD IS TO BE TAKEN FOR THE PURPOSE OF SUCH ACTION OR GRANTING
OF RIGHTS OR WARRANTS, OR, IF A RECORD IS NOT TO BE TAKEN, THE DATE AS OF WHICH
THE HOLDERS OF COMMON STOCK OF RECORD TO BE ENTITLED TO SUCH DISTRIBUTION,