Common use of Adjustment of Exercise Price and Number of Shares Purchasable Clause in Contracts

Adjustment of Exercise Price and Number of Shares Purchasable. In case the Company shall at any time after the date of this Agreement (i) declare a dividend on the Common Stock in shares of its capital stock, (ii) subdivide the outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares of Common Stock, or (iv) issue any shares of its capital stock by reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving corporation), then in each case the Exercise Price, in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination, or reclassification shall be adjusted so that the holder of any Warrant exercised after such time shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which, if such Warrant had been exercised immediately prior to such time, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If as a result of an adjustment made pursuant to this Section 5(a), the holder of any Warrant thereafter exercised shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors of the Company (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Price between or among shares of such classes of capital stock or shares of Common Stock and other capital stock. Upon each adjustment of the Exercise Price or the number of Shares as a result of the calculations made in this Section 5(a), each Warrant outstanding prior to the making of the adjustment in the Exercise Price or number of Shares shall thereafter evidence the right to purchase, at the adjusted Exercise Price, the adjusted number of Shares, without the necessity for issuing a replacement Warrant.

Adjustment of Exercise Price and Number of Shares Purchasable. The ------------------------------------------------------------- Exercise Prices of the Initial Warrants and the Second Warrants and the number of Shares purchasable upon the exercise of each Warrant are subject to adjustment from time to time as set forth in this Section 6.1. (a) In case the Company shall at any time after the date of this Agreement Agreement: (i) declare pay a dividend on the Common Stock in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock into a greater number of shares, (iii) combine the outstanding shares of Common Stock into a smaller number of shares, (iv) pay a dividend on the Common Stock in shares of its capital stock, stock (ii) subdivide the outstanding other than Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares of Common Stock), or (ivv) issue any shares of its capital stock by reclassification of the shares of Common Stock (including other than any such reclassification in connection with a consolidation by way of merger or merger in which the Company binding share exchange that is the surviving corporationsubject to Section 6.1(h)), then in each case the Exercise Price, and the number and kind of Shares receivable upon exercise, in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination, combination or reclassification shall be proportionately adjusted so that the holder of any Warrant exercised after such time shall be entitled to receive the aggregate number and kind of shares of Common Stock or other capital stock of the Company Shares which, if such Warrant had been exercised immediately prior to such time, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If as a result of an adjustment made pursuant Subject to this Section 5(a6.1(f), for a dividend or distribution, the holder of any Warrant thereafter exercised adjustment shall become effective immediately after the record date for the dividend or distribution, and for a subdivision, combination or reclassification, the adjustment shall become effective immediately after the effective date of the subdivision, combination or reclassification. (b) In case the Company shall issue rights or warrants to all holders of Common Stock entitling them (for a period expiring within 45 days after the record date for the determination of stockholders entitled to receive shares of two such rights or more classes of capital stock warrants) to subscribe for or purchase shares of Common Stock and other capital stock (or Convertible Securities) at a price per share (or having a conversion price per share, after adding thereto an allocable portion of the Companyexercise price of the right or warrant to purchase such Convertible Securities, computed on the basis of the maximum number of shares of Common Stock issuable upon conversion of such Convertible Securities) less than the Current Market Price per share on the Determination Date, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered (or the aggregate initial conversion price of the Convertible Securities so offered, after adding thereto the aggregate exercise price of the rights or warrants to purchase such Convertible Securities) to holders of Common Stock (and to holders of Convertible Securities referred to in the following paragraph if the distribution to which this Section 6.1(b) applies is also being made to such holders) would purchase at such Current Market Price, and of which the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock so offered for subscription or purchase (or into which the Convertible Securities so offered are initially convertible). The adjustment contemplated by this Section 6.1(b) shall be made successively whenever any such rights or warrants are issued and shall become effective immediately after the close of business on such record date; however, to the extent that shares of Common Stock (or Convertible Securities) have not been issued when such rights or warrants expire (or, in the case of rights or warrants to purchase Convertible Securities which have been exercised, if all of the shares of Common Stock issuable upon conversion of such Convertible Securities have not been issued prior to the expiration of the conversion right thereof), the Exercise Price shall be readjusted (but only with respect to Warrants exercised after such expiration) to the Exercise Price which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares (or Convertible Securities) actually issued upon the exercise of such rights or warrants (or the conversion of such Convertible Securities). For purposes of this Section 6.1(b) the number of shares of Common Stock outstanding on any record date shall be deemed to include the maximum number of shares of Common Stock the issuance of which would be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price (before giving effect to any adjustment to such price for the distribution to which this Section 6.1(b) is being applied) equal to or less than the Current Market Price per share of Common Stock on the applicable Determination Date, if all of such Convertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the opening of business on such record date. In case any subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined by the Board of Directors of the Company. Shares of Common Stock owned by or held for the account of the Company or any majority owned subsidiary shall not be deemed outstanding for the purpose of any computation under this Section 6.1(b). (whose determination c) In case the Company shall distribute to all holders of Common Stock evidences of its indebtedness or assets or subscription rights or warrants (excluding (x) dividends or distributions referred to in Section 6.1(a) and distributions of rights or warrants referred to in Section 6.1(b) and (y) cash dividends or other cash distributions, unless such cash dividends or cash distributions are Extraordinary Cash Dividends), the Exercise Price shall be conclusive) shall determine adjusted by multiplying the allocation of the adjusted Exercise Price between or among shares in effect immediately prior to the record date for the determination of stockholders entitled to receive such classes distribution by a fraction, of capital stock or which the numerator shall be the number of shares of Common Stock and other capital stock. Upon each adjustment outstanding on such record date multiplied by the Current Market Price on the Determination Date, less the fair market value (as determined by the Board of Directors of the Exercise Price Company) on such record date of the evidences of indebtedness, assets, subscription rights or warrants to be distributed to the holders of Common Stock (and to the holders of Convertible Securities referred to below if the distribution to which this Section 6.1(c) applies is also being made to such holders), and of which the denominator shall be the number of Shares as a result shares of the calculations made in Common Stock outstanding on such record date multiplied by such Current Market Price. For purposes of this Section 5(a6.1(c), each Warrant the number of shares of Common Stock outstanding on any record date shall be deemed to include the maximum number of shares of Common Stock the issuance of which would be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price (before giving effect to any adjustment to such price for the distribution to which this Section 6.1(c) is being applied) equal to or less than the Current Market Price per share of Common Stock on the applicable Determination Date, if all of such Convertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the making opening of the adjustment in the Exercise Price or number of Shares shall thereafter evidence the right to purchase, at the adjusted Exercise Price, the adjusted number of Shares, without the necessity for issuing a replacement Warrantbusiness on such record date.

Adjustment of Exercise Price and Number of Shares Purchasable. The Exercise Price and number of Shares purchasable upon the exercise of each Warrant are subject to adjustment upon the occurrence of the events enumerated in this paragraph 13. (a) In case the Company Corporation shall, while this Warrant remains in force, effect a recapitalization of such character that the Shares covered hereby shall be changed into or become exchangeable for a larger or smaller number of Shares, then thereafter, the number of Shares of the Corporation which the Holder hereof shall be entitled to purchase hereunder, shall be increased or decreased, as the case may be, in direct proportion to the increase or decrease in the number of Shares of the Corporation, by reason of such recapitalization, and the purchase price hereunder, per Share, of such recapitalized Shares shall in the case of an increase in the number of Shares be proportionately reduced, and in the case of a decrease in the number of Shares be proportionately increased. (b) In case the Corporation shall, at any time prior to the exercise of a Warrant, consolidate or merge with, or shall transfer its property as an entirety to, or substantially as an entirety to, any other corporation, the Holder of a Warrant who thereafter exercises the same as herein provided shall be entitled to receive, for the purchase price per Share stated in the Warrant, that number of shares or other securities or property of the corporation resulting from such consolidation or merger or transfer to which each Share deliverable upon exercise of the Warrant would have been entitled, upon such consolidation or merger or transfer, had the Holder of such Warrant exercised his right to purchase and had said Share been issued and outstanding, and had such Holder been the holder of record of such Share at the time of such consolidation or merger or transfer. (c) In case the Corporation shall at any time prior to the exercise of a warrant make any distribution of its assets to holders of its Common Stock by liquidating or partial liquidating dividend or by way of return of capital, or other than as a dividend payable out of earnings or any surplus legally available for dividends under the laws of the State of New York, then the Holder of a warrant who thereafter exercises the same as herein provided after the date of this Agreement (i) declare a dividend on record for the determination of those holders of Common Stock in shares entitled to such distribution of its capital stockassets, (ii) subdivide the outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares of Common Stock, or (iv) issue any shares of its capital stock by reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving corporation), then in each case the Exercise Price, in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination, or reclassification shall be adjusted so that the holder of any Warrant exercised after such time shall be entitled to receive for the number purchase price, in addition to each Share, the amount of shares such assets (or at the option of the Corporation a sum equal to the value thereof at the time of such distribution to holders of Common Stock or other capital stock of the Company which, if as such Warrant had been exercised immediately prior to such time, he would have owned upon such exercise and been entitled to receive value is determined by virtue of such dividend, subdivision, combination, or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If as a result of an adjustment made pursuant to this Section 5(a), the holder of any Warrant thereafter exercised shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors of the Company Corporation in good faith) which would have been payable to such Holder had he been the holder of record of such Share receivable upon exercise of such Warrant on the record date for the determination of those entitled to such distribution. (whose determination shall be conclusived) shall determine the allocation In case of the adjusted Exercise Price between dissolution, liquidation or among shares winding-up of the Corporation, all rights under the Warrants shall terminate on a date fixed by the Corporation, such date so fixed to be not earlier than the date of the commencement of the proceedings for such dissolution, liquidation or winding-up and not later than thirty days after such commencement date. In any such case of termination of purchase rights the Corporation shall give notice of such classes of capital stock or shares of Common Stock and other capital stock. Upon each adjustment of the Exercise Price or the number of Shares as a result of the calculations made in this Section 5(a), each Warrant outstanding prior termination date to the making of the adjustment in the Exercise Price or number of Shares shall thereafter evidence the right to purchase, at the adjusted Exercise Price, the adjusted number of Shares, without the necessity for issuing a replacement Warrantregistered Holder hereof.

Adjustment of Exercise Price and Number of Shares Purchasable. The Exercise Price and the number of shares of Common Stock issuable upon the exercise of each Warrant in accordance with the provisions of this Agreement are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 11. (a) In case the Company shall at any time after the date of this Agreement (i) declare hereafter pay a dividend on or make a distribution to all holders of the outstanding Common Stock in shares of its capital stock, (ii) subdivide the outstanding Common Stock, the Exercise Price in effect at the opening of business on the day following the date fixed for the determination of shareholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Exercise Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the Close of Business on the Record Date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such reduction to become effective immediately after the opening of business on the day following the Record Date. If any dividend or distribution of the type described in this Section 11(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price which would then be in effect if such dividend or distribution had not been declared. (iiib) combine In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Exercise Price in effect at the opening of business on the day following the date upon which such subdivision becomes effective shall be proportionately reduced, and conversely, in case the outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Exercise Price in effect at the opening of business on the day following the date upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the date upon which such subdivision or combination becomes effective. (ivc) issue any shares of its capital stock by reclassification of the Common Stock (including any The Company may make such reclassification reductions in connection with a consolidation or merger in which the Company is the surviving corporation), then in each case the Exercise Price, in effect addition to those required by Sections 11(a) and (b) as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. To the extent permitted by applicable law, the Company from time to time may reduce the Exercise Price by any amount for any period of time if the period is at least twenty (20) days, the time reduction is irrevocable during the period and the Board of Directors shall have made a determination that such reduction would be in the best interests of the record Company, which determination shall be conclusive and described in a Board Resolution. Whenever the Exercise Price is reduced pursuant to the preceding sentence, the Company shall mail to the holder of each Warrant at his last address appearing on the Warrant Register a notice of the reduction at least 15 days prior to the date the reduced Exercise Price takes effect, and such notice shall state the reduced Exercise Price and the period during which it will be in effect. (d) The adjustments required by Sections 11(a) and (b) shall be made whenever and as often as any specified event requiring an adjustment shall occur, except that no adjustment in the Exercise Price or the Warrant Number shall be required to be made under this Section 11 unless such adjustment would require an increase or decrease of at least 1% in such price; provided, however, that any adjustments which by reason of this Section 11(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made by the Company and shall be made to the nearest cent or to the nearest one hundredth of a share, as the case may be. No adjustment need be made for a change in the par value or no par value of the Common Stock. (e) Whenever the Exercise Price is to be adjusted as provided in this Section 11, the Company shall promptly file with the Warrant Agent an Officers' Certificate setting forth the Exercise Price and Warrant Number after giving effect to such dividend adjustment and setting forth a brief statement of the facts requiring such adjustment. Unless and until the Warrant Agent shall receive such Officers' Certificate, the Warrant Agent may assume without further inquiry that neither the Exercise Price nor the Warrant Number has been changed and that the most recent Exercise Price and Warrant Number of which it is aware remain in full force and effect and the Company shall indemnify the Warrant Agent for any liability resulting from this reliance or the Company's failure to notify Warrant Agent of any adjustment. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Exercise Price setting forth the adjusted Exercise Price and adjusted Warrant Number and the date on which each adjustment becomes effective and shall cause the Warrant Agent to mail such notice of such adjustment of the Exercise Price and Warrant Number to the holder of each Warrant at his last address appearing on the Warrant Register, within 20 days of the effective date of such subdivisionadjustment. Failure to deliver such notice shall not effect the legality or validity of any such adjustment. (f) In any case in which this Section 11 provides that an adjustment shall become effective immediately after a Record Date for an event, combination, or reclassification shall be adjusted so that the Company may defer until the occurrence of such event (i) issuing to the holder of any Warrant exercised after such time Record Date and before the occurrence of such event the additional shares of Common Stock issuable upon such exercise by reason of the adjustment required by such event over and above the Common Stock issuable upon exercise before giving effect to such adjustment and (ii) paying to such holder any amount in cash in lieu of any fraction pursuant to Section 15. (g) Upon each adjustment of the Exercise Price pursuant to this Section 11, each Warrant shall be entitled thereupon evidence the right to receive purchase that number of shares of Common Stock (calculated to the nearest hundredth of a share) obtained by multiplying the number of shares of Common Stock or other capital stock of the Company which, if such Warrant had been exercised purchasable immediately prior to such time, he would have owned adjustment upon exercise of the Warrant by the Exercise Price in effect immediately prior to such adjustment and dividing the product so obtained by the Exercise Price in effect immediately after such adjustment. The adjustment pursuant to this Section 11(g) to the number of shares of Common Stock purchasable upon exercise and been entitled to receive by virtue of such dividend, subdivision, combination, or reclassification. Such adjustment a Warrant shall be made successively whenever each time an adjustment of the Exercise Price is made pursuant to this Section 11. (h) The form of Warrant Certificate need not be changed because of any event listed above shall occur. If as a result of an adjustment made pursuant to this Section 5(a)11, and Warrant Certificates issued after such adjustment may state the holder same Exercise Price and the same number of any Warrant thereafter exercised shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock as are stated in the Warrant Certificates initially issued pursuant to this Agreement. The Company, however, may at any time in its sole discretion make any change in the form of Warrant Certificate that it may deem appropriate to give effect to such adjustments and other capital stock that does not affect the substance of the CompanyWarrant Certificate, the Board of Directors of the Company (whose determination shall and any Warrant Certificate thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant Certificate or otherwise, may be conclusive) shall determine the allocation of the adjusted Exercise Price between or among shares of such classes of capital stock or shares of Common Stock and other capital stock. Upon each adjustment of the Exercise Price or the number of Shares as a result of the calculations made in this Section 5(a), each Warrant outstanding prior to the making of the adjustment in the Exercise Price or number of Shares shall thereafter evidence the right to purchase, at the adjusted Exercise Price, the adjusted number of Shares, without the necessity for issuing a replacement Warrantform as so changed.

Adjustment of Exercise Price and Number of Shares Purchasable. The Exercise Price and the number of shares of Common Stock issuable upon the exercise of each Warrant in accordance with the provisions of this Agreement are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 11. (a) In case the Company shall at any time after the date of this Agreement (i) declare hereafter pay a dividend on or make a distribution to all holders of the outstanding Common Stock in shares of its capital stock, (ii) subdivide the outstanding Common Stock, the Exercise Price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Exercise Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the Record Date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such reduction to become effective immediately after the opening of business on the day following the Record Date. If any dividend or distribution of the type described in this Section 11(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price which would then be in effect if such dividend or distribution had not been declared. (iiib) combine In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Exercise Price in effect at the opening of business on the day following the date upon which such subdivision becomes effective shall be proportionately reduced, and conversely, in case the outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Exercise Price in effect at the opening of business on the day following the date upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the date upon which such subdivision or combination becomes effective. (ivc) issue any shares of its capital stock by reclassification of the Common Stock (including any The Company may make such reclassification reductions in connection with a consolidation or merger in which the Company is the surviving corporation), then in each case the Exercise Price, in effect addition to those required by Sections 11(a) and (b) as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. To the extent permitted by applicable law, the Company from time to time may reduce the Exercise Price by any amount for any period of time if the period is at least twenty (20) days, the time reduction is irrevocable during the period and the Board of Directors shall have made a determination that such reduction would be in the best interests of the record Company, which determination shall be conclusive and described in a Board Resolution. Whenever the Exercise Price is reduced pursuant to the preceding sentence, the Company shall mail to the holder of each Warrant at his last address appearing on the Warrant Register a notice of the reduction at least 15 days prior to the date the reduced Exercise Price takes effect, and such notice shall state the reduced Exercise Price and the period during which it will be in effect. (d) The adjustments required by Sections 11(a) and (b) shall be made whenever and as often as any specified event requiring an adjustment shall occur, except that no adjustment in the Exercise Price or the Warrant Number shall be required to be made under this Section 11 unless such adjustment would require an increase or decrease of at least 1% in such price; provided, however, that any adjustments which by reason of this Section 11(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made by the Company and shall be made to the nearest cent or to the nearest one hundredth of a share, as the case may be. No adjustment need be made for a change in the par value or no par value of the Common Stock. (e) Whenever the Exercise Price is adjusted as provided in this Section 11, the Company shall promptly file with the Warrant Agent an Officers’ Certificate setting forth the Exercise Price and Warrant Number after giving effect to such dividend or adjustment and setting forth a brief statement of the facts requiring such adjustment. Unless and until the Warrant Agent shall receive such Officers’ Certificate, the Warrant Agent may assume without further inquiry that neither the Exercise Price nor the Warrant Number has been changed and that the most recent Exercise Price and Warrant Number of which it is aware remain in full force and effect. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Exercise Price setting forth the adjusted Exercise Price and adjusted Warrant Number and the date on which each adjustment becomes effective and shall cause the Warrant Agent to mail such notice of such adjustment of the Exercise Price and Warrant Number to the holder of each Warrant at his last address appearing on the Warrant Register, within 20 days of the effective date of such subdivisionadjustment. Failure to deliver such notice shall not effect the legality or validity of any such adjustment. (f) In any case in which this Section 11 provides that an adjustment shall become effective immediately after a Record Date for an event, combination, or reclassification shall be adjusted so that the Company may defer until the occurrence of such event (i) issuing to the holder of any Warrant exercised after such time shall be entitled Record Date and before the occurrence of such event the additional shares of Common Stock issuable upon such exercise by reason of the adjustment required by such event over and above the Common Stock issuable upon exercise before giving effect to receive such adjustment and (ii) paying to such holder any amount in cash in lieu of any fraction pursuant to Section 15. (g) For purposes of this Section 11, the number of shares of Common Stock or other capital stock at any time outstanding shall not include shares held in the treasury of the Company which, if such Warrant had been exercised immediately prior to such time, he would have owned upon such exercise and been entitled to receive by virtue but shall include shares issuable in respect of such dividend, subdivision, combination, or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If as a result scrip certificates issued in lieu of an adjustment made pursuant to this Section 5(a), the holder fractions of any Warrant thereafter exercised shall become entitled to receive shares of two Common Stock. The Company will not pay any dividend or more classes of capital stock or make any distribution on shares of Common Stock and other capital stock held in the treasury of the Company, the Board of Directors of the Company . (whose determination shall be conclusiveh) shall determine the allocation of the adjusted Exercise Price between or among shares of such classes of capital stock or shares of Common Stock and other capital stock. Upon each adjustment of the Exercise Price or the number of Shares as a result of the calculations made in pursuant to this Section 5(a)11, each Warrant outstanding prior to the making of the adjustment in the Exercise Price or number of Shares shall thereafter thereupon evidence the right to purchase, at the adjusted Exercise Price, the adjusted purchase that number of Sharesshares of Common Stock (calculated to the nearest hundredth of a share) obtained by multiplying the number of shares of Common Stock purchasable immediately prior to such adjustment upon exercise of the Warrant by the Exercise Price in effect immediately prior to such adjustment and dividing the product so obtained by the Exercise Price in effect immediately after such adjustment. The adjustment pursuant to this Section 11(h) to the number of shares of Common Stock purchasable upon exercise of a Warrant shall be made each time an adjustment of the Exercise Price is made pursuant to this Section 11. (i) The form of Warrant Certificate need not be changed because of any adjustment made pursuant to this Section 11, without and Warrant Certificates issued after such adjustment may state the necessity same Exercise Price and the same number of shares of Common Stock as are stated in the Warrant Certificates initially issued pursuant to this Agreement. The Company, however, may at any time in its sole discretion make any change in the form of Warrant Certificate that it may deem appropriate to give effect to such adjustments and that does not affect the substance of the Warrant Certificate, and any Warrant Certificate thereafter issued or countersigned, whether in exchange or substitution for issuing a replacement Warrantan outstanding Warrant Certificate or otherwise, may be in the form as so changed.

Adjustment of Exercise Price and Number of Shares Purchasable. In case or Number of Warrants. The Exercise Price, the number of shares of Common Stock --------------------- purchasable upon the exercise of each Warrant and the number of Warrants outstanding are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 12. (a) If the Company shall at any time after the date of this Agreement (i) declare pay a dividend or make a distribution on the Common Stock in consisting of shares of its capital stockCommon Stock, (ii) subdivide the its outstanding shares of Common Stock, (iii) combine the its outstanding shares of Common Stock into a smaller number of shares of Common Stock, Stock or (iv) issue any shares of its capital stock by issue, in a reclassification of the Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger of the Company in which the Company is the surviving entity), the number of Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the holder of each Warrant shall be entitled upon exercise to receive the kind and number of Shares or other securities of the Company which such holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (i) If the Company at any time or from time to time after the date hereof shall distribute to all holders of Common Stock (including any such reclassification distribution made to the shareholders of the Company in connection with a consolidation or merger in which the Company is the surviving continuing corporation) evidences of its indebtedness, cash or assets (other than (A) distributions and dividends payable in shares of Common Stock or (B) cash dividends or distributions paid out of retained earnings or surplus legally available for such dividends or distributions), then then, in each case case, the Exercise Price, Price shall be adjusted by multiplying the Exercise Price in effect at the time of immediately prior to the record date for the determination of shareholders entitled to receive such dividend distribution by a fraction, the numerator of which shall be the Market Price (as determined pursuant to Section 7(d)) per share of Common Stock on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive for all purposes) of the portion of the evidences of indebtedness or assets so to be distributed, applicable to one share, and the denominator of which shall be such Market Price per share of Common Stock. Such adjustment shall become effective at the close of business on such record date. (ii) If any capital reorganization of the Company, or any reclassification of the Common Stock, or any consolidation or merger of the Company with or into any other person, or any sale, lease or other transfer of all or substantially all of the assets of the Company to any other person, shall be effected in such a way that the holders of the holders of the Common Stock shall be entitled to receive stock, securities, cash or other property (whether such stock, securities, cash or other property are issued or distributed by the Company or any other person) with respect to or in exchange for the Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, lease or other transfer, lawful and adequate provision shall be made whereby the holders of the Warrants shall have the right to acquire and receive upon exercise of such Warrants such shares of stock, securities, cash or other property issuable or payable (as part of the reorganization, reclassification, consolidation, merger, sale, lease or other transfer) with respect to or in exchange for such number of outstanding shares of Common Stock as would have been received upon exercise of such Warrants had such Warrants been exercised immediately before such reorganization, reclassification, consolidation, merger, sale, lease or other transfer, subject to adjustments (as determined in good faith by the Board of Directors of the Company). Adjustments for events subsequent to the effective date of such subdivisionreorganization, combinationreclassification, consolidation, merger, sale, lease or other transfer shall be as nearly equivalent as may be practicable to the adjustments provided for in this Agreement. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving person, or reclassification shall be adjusted in any contract of sale, merger, conveyance, lease, transfer or otherwise, so that the holder provisions set forth herein for the protection of the rights of the holders of the Warrants shall thereafter continue to be applicable; and any Warrant exercised after such time resulting or surviving person shall expressly assume the obligation to deliver, upon exercise of the Warrants, such shares of stock, securities, cash and other property. The provisions of this Section 12(b)(ii) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, leases or other transfers. (c) No adjustment in the number of Shares purchasable hereunder shall be entitled required unless such adjustment would require an increase or decrease of at least one percent (1.0%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments that by ----------------- reason of this Section 12(c) are not required to receive be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest cent and to the nearest one-hundredth of a share, as the case may be. (d) Whenever the number of shares of Common Stock purchasable upon the exercise of any Warrant is adjusted as herein provided (whether or other capital stock of not the Company whichthen or thereafter elects to issue additional Warrants in substitution for an adjustment in the number of Shares as provided in Section 12(f)), if the Exercise Price payable upon exercise of such Warrant had been exercised shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of such Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter. (e) For the purpose of this Section 12, the term "shares of Common Stock" shall mean (i) the shares of stock designated as the Common Stock of the Company at the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. If at any time, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If as a result of an adjustment made pursuant to this Section 5(a12(a), the holder holders of any Warrant thereafter exercised Warrants shall become entitled to receive purchase any shares of two or more classes of capital stock or the Company other than shares of Common Stock and other capital stock of the CompanyStock, the Board of Directors of the Company (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Price between or among shares of such classes of capital stock or shares of Common Stock and other capital stock. Upon each adjustment of the Exercise Price or thereafter the number of Shares such other shares so purchasable upon exercise of each Warrant and the applicable Exercise Price of such shares shall be subject to adjustment from time to time in a manner and on terms as a result of nearly equivalent as practicable to the calculations made provisions with respect to such shares contained in Section 12(a) through (d), inclusive, above, and the provisions contained in this Section 5(a)Agreement with respect to such shares, each Warrant outstanding prior shall apply on like terms to the making of the adjustment in the Exercise Price or number of Shares shall thereafter evidence the right to purchase, at the adjusted Exercise Price, the adjusted number of Shares, without the necessity for issuing a replacement Warrantany such other shares.

Adjustment of Exercise Price and Number of Shares Purchasable. The Exercise Price and the number of Shares are subject to adjustment from time to time as set forth in this Section 5. (a) In case the Company shall at any time after the date of this Agreement (i) declare a dividend on the Common Stock in shares of its capital stock, (ii) subdivide the outstanding Common StockShares, (iii) combine the outstanding Common Stock into a smaller number of shares of Common Stock, or (iv) issue any shares of its capital stock by reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving continuing corporation), then in each case the Exercise Price, and the number and kind of Shares receivable upon exercise, in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination, or reclassification shall be proportionately adjusted so that any Warrants the Warrant holder of any Warrant has exercised after such time shall be entitled to receive the aggregate number and kind of shares of Common Stock or other capital stock of the Company Shares which, if such Warrant had been exercised immediately prior to such timerecord date, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. (b) No adjustment in the Exercise Price shall be required if such adjustment is less than $.05; provided, however, that any adjustments which by reason of this subsection (b) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. If as a result of an adjustment made pursuant to All calculations under this Section 5(a), the holder of any Warrant thereafter exercised shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors of the Company (whose determination 5 shall be conclusivemade to the nearest cent or to the nearest one- thousandth of a share, as the case may be. (c) shall determine the allocation of the adjusted Exercise Price between or among shares of such classes of capital stock or shares of Common Stock and other capital stock. Upon each adjustment of the Exercise Price or the number of Shares as a result of the calculations made in subsection (a) of this Section 5(a)5, each the Warrant outstanding prior to the making of the adjustment in the Exercise Price or number of Shares shall thereafter evidence the right to purchase, at the adjusted Exercise Price, the adjusted that number of Shares, without Shares (calculated to the necessity for issuing nearest thousandth) obtained by (i) multiplying the number of Shares purchasable upon exercise of a replacement WarrantWarrant immediately prior to adjustment of the number of Shares by the Exercise Price in effect prior to adjustment of the Exercise Price and (ii) dividing the product so obtained by the Exercise Price in effect immediately after such adjustment of the Exercise Price.