CORPORATION FROM TIME TO TIME MAY INCREASE THE CONVERSION RATE BY ANY AMOUNT
FOR ANY PERIOD OF TIME IF THE PERIOD IS AT LEAST TWENTY (20) BUSINESS DAYS, THE
INCREASE IS IRREVOCABLE DURING SUCH PERIOD, AND THE BOARD OF DIRECTORS SHALL
HAVE MADE A DETERMINATION THAT SUCH INCREASE WOULD BE IN THE BEST INTERESTS OF
THE CORPORATION, WHICH DETERMINATION SHALL BE CONCLUSIVE.
6
(V)
NO ADJUSTMENTS.
NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS
SECTION 5E, NO ADJUSTMENT OF THE CONVERSION RATE SHALL BE REQUIRED TO BE MADE
(A) UPON THE ISSUANCE OF SHARES OF COMMON STOCK PURSUANT TO ANY PRESENT OR
FUTURE PLAN FOR THE REINVESTMENT OF DIVIDENDS, (B) UPON A CHANGE IN THE PAR
VALUE OF THE COMMON STOCK, (C) BECAUSE OF A TENDER OFFER, (D) BECAUSE OF AN
EXCHANGE OFFER OF THE CHARACTER DESCRIBED IN RULE 13E-4(H)(5) UNDER THE EXCHANGE
ACT OR ANY SUCCESSOR RULE THERETO, OR (E) FOR THE PAYMENT OF ANY DIVIDENDS OR
DISTRIBUTIONS UPON COMMON STOCK, WHETHER PAYABLE IN CASH, SECURITIES OR OTHER
PROPERTY, OTHER THAN ANY RIGHTS, WARRANTS OR OPTIONS TO WHICH SECTION 5E(VI) OR
SECTION 5E(VIII) APPLIES); PROVIDED THAT FOR THE AVOIDANCE OF DOUBT, THE
DIVIDENDS AND DISTRIBUTIONS REFERRED TO IN THIS CLAUSE (E) (OTHER THAN ANY
RIGHTS, WARRANTS OR OPTIONS TO WHICH SECTION 5E(VI) OR SECTION 5E(VIII) APPLIES)
SHALL BE TAKEN INTO ACCOUNT IN ANY CALCULATION MADE PURSUANT TO SECTION 2B.
(VI)
STOCKHOLDER RIGHTS PLAN.
RIGHTS OR WARRANTS DISTRIBUTED BY THE
CORPORATION TO ALL HOLDERS OF COMMON STOCK ENTITLING THE HOLDERS THEREOF TO
SUBSCRIBE FOR OR PURCHASE SHARES OF THE CORPORATION'S CAPITAL STOCK (EITHER
INITIALLY OR UNDER CERTAIN CIRCUMSTANCES), WHICH RIGHTS OR WARRANTS, UNTIL THE
OCCURRENCE OF A SPECIFIED EVENT OR EVENTS ("TRIGGER EVENT") (I) ARE DEEMED TO BE
TRANSFERRED WITH SUCH SHARES OF COMMON STOCK, (II) ARE NOT EXERCISABLE, AND
(III) ARE ALSO ISSUED IN RESPECT OF FUTURE ISSUANCES OF COMMON STOCK SHALL NOT
BE DEEMED DISTRIBUTED FOR PURPOSES OF SECTION 2B OR SECTION 5E(VIII), AS
APPLICABLE, UNTIL THE OCCURRENCE OF THE EARLIEST TRIGGER EVENT.
IF THE
CORPORATION ADOPTS A STOCKHOLDER RIGHTS PLAN, IN LIEU OF ANY CALCULATION
PURSUANT TO SECTION 2B OR SECTION 5E(VIII), AS APPLICABLE, THE SHARES OF
CONVERTIBLE PREFERRED STOCK WILL BECOME ENTITLED TO RECEIVE UPON CONVERSION, IN
ADDITION TO THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION, ANY ASSOCIATED
RIGHTS TO THE SAME EXTENT AS HOLDERS OF THE COMMON STOCK.
(VII)
PROVISION IN CASE OF CONSOLIDATION, MERGER OR SALE OF ASSETS.
IN
CASE OF ANY MERGER OR CONSOLIDATION OF THE CORPORATION WITH OR INTO ANY OTHER
PERSON (OTHER THAN A MERGER THAT DOES NOT RESULT IN ANY RECLASSIFICATION,
CONVERSION, EXCHANGE OR CANCELLATION OF OUTSTANDING SHARES OF COMMON STOCK OF
THE CORPORATION) OR ANY CONVEYANCE, SALE, TRANSFER, LEASE (OTHER THAN A MERE
GRANT OF SECURITY INTEREST) OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF
THE ASSETS OF THE CORPORATION (OTHER THAN A SALE OF ALL OR SUBSTANTIALLY ALL OF
THE ASSETS OF THE CORPORATION THAT DOES NOT RESULT IN ANY RECLASSIFICATION,
CONVERSION, EXCHANGE OR CANCELLATION OF OUTSTANDING