THE DENOMINATOR OF WHICH
SHALL BE THE NUMBER OF WARRANT SHARES PURCHASABLE IMMEDIATELY AFTER SUCH
ADJUSTMENT.
(F)
IN THE EVENT OF ANY CAPITAL REORGANIZATION OF THE ISSUER, OR OF
ANY RECLASSIFICATION OF THE COMMON STOCK (OTHER THAN A RECLASSIFICATION REFERRED
TO IN PARAGRAPH (A)(IV) ABOVE), OR IN CASE OF THE CONSOLIDATION OF THE ISSUER
WITH OR THE MERGER OF THE ISSUER WITH OR INTO ANY OTHER CORPORATION OR OF THE
SALE OF THE PROPERTIES AND ASSETS OF THE ISSUER AS, OR SUBSTANTIALLY AS, AN
ENTIRETY TO ANY OTHER CORPORATION, EACH WARRANT SHALL, AFTER SUCH CAPITAL
REORGANIZATION, RECLASSIFICATION OF COMMON STOCK, CONSOLIDATION, MERGER OR SALE,
AND IN LIEU OF BEING EXERCISABLE FOR WARRANT SHARES, BE EXERCISABLE, UPON THE
TERMS AND CONDITIONS SPECIFIED IN THIS WARRANT AGREEMENT, FOR THE NUMBER OF
SHARES OF STOCK OR OTHER SECURITIES OR ASSETS (INCLUDING CASH) TO WHICH A HOLDER
OF THE NUMBER OF WARRANT SHARES PURCHASABLE (AT THE TIME OF SUCH CAPITAL
REORGANIZATION, RECLASSIFICATION OF COMMON STOCK, CONSOLIDATION, MERGER OR SALE)
UPON EXERCISE OF SUCH WARRANT WOULD HAVE BEEN ENTITLED UPON SUCH CAPITAL
REORGANIZATION, RECLASSIFICATION OF COMMON STOCK, CONSOLIDATION, MERGER OR SALE;
AND IN ANY SUCH CASE, IF NECESSARY, THE PROVISIONS SET FORTH IN THIS SECTION 12
WITH RESPECT TO THE RIGHTS THEREAFTER OF THE HOLDERS OF THE WARRANTS SHALL BE
APPROPRIATELY ADJUSTED SO AS TO BE APPLICABLE, AS NEARLY AS THEY MAY REASONABLY
BE, TO ANY SHARES OF STOCK OR OTHER SECURITIES OR ASSETS THEREAFTER DELIVERABLE
ON THE EXERCISE OF THE WARRANTS.
THE ISSUER SHALL NOT EFFECT ANY SUCH
CONSOLIDATION, MERGER OR SALE, UNLESS PRIOR TO OR SIMULTANEOUSLY WITH THE
CONSUMMATION THEREOF, THE SUCCESSOR CORPORATION (IF OTHER THAN THE ISSUER)
RESULTING FROM SUCH CONSOLIDATION OR MERGER OR THE CORPORATION PURCHASING SUCH
ASSETS OR THE APPROPRIATE CORPORATION OR ENTITY SHALL ASSUME, BY WRITTEN
INSTRUMENT, THE OBLIGATION TO DELIVER TO THE HOLDER OF EACH WARRANT THE SHARES
OF STOCK, SECURITIES OR ASSETS TO WHICH, IN ACCORDANCE WITH THE FOREGOING
PROVISIONS, SUCH HOLDER MAY BE ENTITLED AND ALL OTHER OBLIGATIONS OF THE ISSUER
UNDER THIS WARRANT AGREEMENT (AND IF THE ISSUER SHALL SURVIVE THE CONSUMMATION
OF SUCH CONSOLIDATION OR MERGER OR PURCHASE, SUCH ASSUMPTION SHALL BE IN
ADDITION TO, AND SHALL NOT RELEASE THE ISSUER FROM, ANY CONTINUING OBLIGATIONS
OF THE ISSUER UNDER THIS WARRANT AGREEMENT).
THE PROVISIONS OF THIS PARAGRAPH
(F) SHALL APPLY TO SUCCESSIVE REORGANIZATIONS, RECLASSIFICATIONS,
CONSOLIDATIONS, MERGERS AND SALES.
(G)
IRRESPECTIVE OF ANY ADJUSTMENTS IN THE EXERCISE PRICE OR THE
NUMBER OR KIND OF SHARES PURCHASABLE UPON EXERCISE OF THE WARRANTS, WARRANT
CERTIFICATES THERETOFORE OR THEREAFTER ISSUED MAY CONTINUE TO EXPRESS THE SAME
EXERCISE PRICE PER SHARE AND NUMBER AND KIND OF SHARES AS ARE STATED ON THE
WARRANT CERTIFICATES INITIALLY ISSUABLE PURSUANT TO THIS AGREEMENT.
(H)
IF ANY QUESTION SHALL AT ANY TIME ARISE WITH RESPECT TO THE
ADJUSTED EXERCISE PRICE OR WARRANT SHARES ISSUABLE UPON EXERCISE, SUCH QUESTION
SHALL BE DETERMINED BY THE INDEPENDENT AUDITORS OF THE ISSUER AND SUCH
DETERMINATION SHALL BE BINDING UPON THE ISSUER AND THE HOLDERS OF THE WARRANTS