Common use of Mandatory Adjustments Clause in Contracts

Mandatory Adjustments. The number and kind of securities purchasable upon the exercise of each Warrant and the Exercise Price shall be subject to adjustment as follows: (a) In case the Company shall (i) declare or pay a dividend on its outstanding Common Stock in shares of Common Stock or make a distribution to all holders of its outstanding Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock other securities of the Company (including any such reclassification in connection with a consolidation, merger or other business combination in which the Company is the surviving corporation), the number and kind of Warrant Shares purchasable upon exercise of each Warrant shall be adjusted so that the Holder of each Warrant upon exercise thereof shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company that the 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 on the date of the dividend payment, subdivision, combination or issuance retroactive to the record date with respect thereto, if any, for such event. Such adjustment shall be made successively whenever such an issuance is made. (b) No adjustment in the number of Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Warrant Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this Section 6.1(b) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest one-thousandth of a share. No adjustment need be made for a change in the par value of the Warrant Shares.

Mandatory Adjustments. The number and kind of securities purchasable upon the exercise of each Warrant and the Exercise Price shall be subject to adjustment as follows: (a) In case If the Company shall (i) declare or pay a dividend on its outstanding Common Stock in shares of Common Stock or make a distribution to all holders of its outstanding Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock other securities of the Company (including any such reclassification Company, then the Exercise Price in connection with a consolidation, merger or other business combination in which the Company is the surviving corporation), the number and kind of Warrant Shares purchasable upon exercise of each Warrant effect immediately prior thereto shall be adjusted so that the Holder of each Warrant upon exercise thereof any Rights thereafter exercised shall be entitled to receive the number and kind and number of Warrant Shares shares of Common Stock or other securities of the Company that the Holder would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant Rights been exercised converted immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph 6.1 (a) shall become effective effec- tive on the date of the dividend payment, subdivision, combination or issuance retroactive to the record date with respect thereto, if any, for such event. Such adjustment shall be made successively whenever such an issuance is madesuccessively. (b) No adjustment If the Company shall issue to all holders of its Common Stock rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock at a price per share that is lower than the then Current Market Price per share (as hereinafter defined) of Common Stock, then the Exercise Price shall be adjusted in accordance with the following formula: (N x P) ------- AE = E x O + ( M ) ------------ O+N where AE = the adjusted Exercise Price E = the current Exercise Price O = the number of Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease shares of at least one percent (1%) in Common Stock outstanding on the record date N = the number of Warrant Shares purchasable upon additional shares of Common Stock offered P = the exercise offering price per share of each Warrant; providedthe additional shares M = the Current Market Price per share of Common Stock on the record date The adjustment shall be made successively whenever any such rights, howeveroptions, that warrants or convertible or exchangeable securities are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options, warrants or convertible or exchangeable securities. Upon the expiration of any adjustments which such rights, options, warrants or convertible or exchangeable securities, if any thereof shall not have been exercised, the Exercise Price shall be increased by reason the amount of the initial adjustment of the Exercise Price made pursuant to this Section 6.1(b) are not required in respect of such expired rights, options, warrants or convertible or exchangeable securities. For the purposes of this Certificate, the "Current Market Price" per share of Common Stock at any date shall be deemed to be made the average of the daily closing prices for the 20 consecutive trading days commencing on the 30th trading day prior to the date in question. The closing price for each day shall be carried forward and taken into account (i) if the Common Stock is listed or admitted to trading on a national securities exchange, the closing price on the New York Stock Exchange Consolidated Tape (or any successor composite tape reporting transactions on national securities exchanges) or, if such a composite tape shall not be in use or shall not report transactions in the Common Stock, the last reported sales price regular way on the principal national securities exchange on which the Common Stock is listed admitted to trading (which shall be the national securities exchange on which the greatest number of shares of Common Stock has been traded during such 20 consecutive trading days), or, if there is no transaction on any such day in any subsequent adjustment. All calculations such situation, the mean of the bid and asked prices on such day, or (ii) if the Common Stock is not listed or admitted to trading on any such exchange, the closing price, if reported, or, if the closing price is not reported, the average of the closing bid and asked prices as reported by The Nasdaq Stock Market, or (iii) if bid and asked prices for the Common Stock on each such day shall be made to not have been reported through The Nasdaq Stock Market, the nearest one-thousandth average of the bid and asked prices for such date as furnished by any three New York Stock Exchange member firms regularly making a share. No adjustment need be made for a change market in the par Common Stock and not affiliated with the Company selected for such purpose by the Board of Directors of the Company, or (iv) if no such quotations are available, the fair market value of the Warrant SharesCommon Stock as determined by a New York Stock Exchange member firm regularly making a market in the Common Stock selected for such purpose by such Board. (c) If the Company shall distribute to all holders of its outstanding Common Stock any shares of capital stock of the Company (other than Common Stock) or evidences of indebtedness or assets (excluding ordinary cash dividends and dividends or distributions referred to in paragraphs 6.1(a) and (b)) or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in paragraph 6.1(b) above) (any of the foregoing being hereinafter in this paragraph 6.1

Mandatory Adjustments. The number and kind of securities purchasable upon the exercise of each Warrant and the Exercise Price Securities shall be subject to adjustment as follows: (a) In case If the Company shall (i) declare or pay a dividend on its outstanding Common Stock Warrant Securities in shares of Common Stock Warrant Securities or make a distribution to all holders of its outstanding Common Stock Warrant Securities in shares of Common StockWarrant Securities, (ii) subdivide its outstanding shares of Common Stock Warrant Securities into a greater number of shares of Common StockWarrant Securities, (iii) combine its outstanding shares of Common Stock Warrant Securities into a smaller number of shares of Common Stock Warrant Securities, or (iv) issue by reclassification of its shares of Common Stock Warrant Securities other securities of the Company (including any such reclassification Company, then the Warrant Securities in connection with a consolidation, merger or other business combination in which the Company is the surviving corporation), the number and kind of Warrant Shares purchasable upon exercise of each Warrant effect immediately prior thereto shall be adjusted so that the Holder holder of each Warrant upon exercise thereof any Warrants thereafter exercised shall be entitled to receive the number and kind and number of shares of Warrant Shares Securities or other securities of the Company that the Holder holder would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant Warrants been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a5.1(a) shall become effective on the date of the dividend payment, subdivision, combination or issuance retroactive to the record date with respect thereto, if any, for such event. Such adjustment shall be made successively whenever such an issuance is madesuccessively. (b) If the Company shall issue to all holders of its Warrant Securities rights, options, warrants or convertible or exchangeable securities expiring within 60 days containing the right to subscribe for or purchase shares of Warrant Securities at a price per share that is lower than the then Quoted Price per share (as hereinafter defined) of Warrant Securities, then the Warrant Securities shall be adjusted in accordance with the following formula: (N X P) AE = E x O + ( M ) O + N where AE = the adjusted Warrant Price. E = the current Warrant Price. O = the number of shares of Warrant Securities outstanding on the record date. 6 N = the number of additional shares of Warrant Securities offered. P = the offering price per share of the additional shares. M = the Quoted Price per share of Warrant Securities on the record date. The adjustment shall be made successively whenever any such rights, options, warrants or convertible or exchangeable securities are issued and shall become effective immediately after the record date for the determination of shareholders entitled to receive the rights, options, warrants or convertible or exchangeable securities. Upon the expiration of any such rights, options, warrants or convertible or exchangeable securities, if any thereof shall not have been exercised, the Warrant Price shall be increased by the amount of the initial adjustment of the Warrant Price made pursuant to this Section 5.1(b) in respect of such expired rights, options, warrants or convertible or exchangeable securities. For the purposes of this Section 5.1, the "Quoted Price" per share of Warrant Securities at any date shall be deemed to be the average of the daily closing prices for the 20 consecutive trading days commencing on the 30th trading day prior to the date in question. The closing price for each day shall be (i) if the Warrant Securities are listed or admitted to trading on a national securities exchange, the closing price on the New York Stock Exchange Consolidated Tape (or any successor composite tape reporting transactions on national securities exchanges) or, if such a composite tape shall not be in use or shall not report transactions in the Warrant Securities, the last reported sales price regular way on the principal national securities exchange on which the Warrant Securities are listed or admitted to trading (which shall be the national securities exchange on which the greatest number of shares of Warrant Securities has been traded during such 20 consecutive trading days), or, if there is no transaction on any such day in any such situation, the mean of the bid and asked prices on such day, or (ii) if the Warrant Securities are not listed or admitted to trading on any such exchange, the closing price, if reported, or, if the closing price is not reported, the average of the closing bid and asked prices as reported by NASDAQ, or (iii) if bid and asked prices for the Warrant Securities on each such day shall not have been reported through NASDAQ, the average of the bid and asked prices for such date as furnished by any three New York Stock Exchange member firms regularly making a market in the Warrant Securities and not affiliated with the Company selected for such purpose by the Board of Directors of the Company, or (iv) if no such quotations are available, the fair market value of the Warrant Securities as determined by a New York Stock Exchange member firm regularly making a market in the Warrant Securities selected for such purpose by such Board. (c) If the Company shall distribute to all holders of its outstanding Warrant Securities any shares of capital stock of the Company (other than Warrant Securities) or evidences of indebtedness or assets (excluding ordinary cash dividends, other cash distributions from current or retained earnings and dividends or distributions referred to in Sections 5.1(a) and (b)) or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in Section 5.1(b) above) (any of the foregoing being hereinafter in this Section 5.1(c) called the "Securities or Assets"), then in each such case, unless the Company elects to reserve shares or other units of such Securities or Assets for distribution to each holder of a Warrant upon the exercise of the Warrants so that such holder will receive upon such exercise, in addition to the shares of the Warrant Securities to which such holder is entitled, the amount and kind of such Securities or Assets which such holder would have received if such holder had, immediately prior to the record date for the distribution of the Securities or Assets, exercised the Warrants and received Warrant Securities, the Warrant Price shall be adjusted so that the same shall equal the price determined by multiplying the Warrant Price in effect immediately prior to the date of such distribution by a fraction, the numerator of which shall be the Quoted Price per share of the Warrant Securities on the record date mentioned below less the then fair market (d) No adjustment in the number of Warrant Shares purchasable hereunder Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number % of Warrant Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this Section 6.1(b) are not required to be made shall be carried forward and taken into account in any subsequent adjustmentsuch price. All calculations under this Section 5.1 shall be made to the nearest one-thousandth hundredth of a cent or to the nearest one-hundredth of a share. No adjustment need , as the case may be. (e) If the Company shall be made for a change in party to any transaction, including without limitation a merger, consolidation, sale of all or substantially all of the par value Corporation's assets, liquidation or recapitalization of the Warrant Shares.Securities (each of the foregoing being referred to as a "Transaction"), in each case [Insert for Common Stock: (except in the case of a Warrant Securities Fundamental Change (as hereinafter defined))] as a result of which shares of Warrant Securities shall be converted into the right to receive stock, securities or other property (including cash or any combination thereof), each Warrant shall thereafter be exercisable into the kind and amount of shares of stock and other securities and property receivable (including cash) upon the consummation of such Transaction by a holder of that number of shares of Warrant Securities issuable upon the exercise of one Warrant immediately prior to such Transaction. The Company shall not be a party to any Transaction unless the terms of such Transaction are consistent with the provisions of this Section 5.1(e) and it shall not consent or agree to the occurrence of any Transaction until the Company has entered into an agreement with the successor or purchasing entity, as the case may be, for the benefit of the holders of the Warrants, which shall contain provisions enabling the holders of the Warrants to exercise such Warrants for the consideration received by holders of Warrant Securities at the Warrant Price immediately after such Transaction. The provisions of this Section 5.1(e) shall similarly apply to successive Transactions. [Insert for Common Stock]: (f) In the event of a common stock Fundamental Change, each Warrant shall be exercisable into Common Stock of the kind received by holders of Common Stock as the result of such Common Stock Fundamental Change. The Warrant Price immediately following such Common Stock Fundamental Change shall be the Warrant Price in effect immediately prior to such Common Stock

Mandatory Adjustments. The number and kind of securities purchasable upon the exercise of each Warrant and the Exercise Price shall be subject to adjustment as follows: (a) In case If the Company shall (i) declare or pay a dividend on its outstanding Common Stock in shares of Common Stock or make a distribution to all holders of its outstanding Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock other securities of the Company (including any such reclassification Company, then the Exercise Price in connection with a consolidation, merger or other business combination in which the Company is the surviving corporation), the number and kind of Warrant Shares purchasable upon exercise of each Warrant effect immediately prior thereto shall be adjusted so that the Holder of each Warrant upon exercise thereof any Rights thereafter exercised shall be entitled to receive the number and kind and number of Warrant Shares shares of Common Stock or other securities of the Company that the Holder would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant Rights been exercised converted immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph 6.1 (a) shall become effective on the date of the dividend payment, subdivision, combination or issuance retroactive to the record date with respect thereto, if any, for such event. Such adjustment shall be made successively whenever such an issuance is madesuccessively. (b) No adjustment If the Company shall issue to all holders of its Common Stock rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock at a price per share that is lower than the then Current Market Price per share (as hereinafter defined) of Common Stock, then the Exercise Price shall be adjusted in accordance with the following formula: O + ( N x P ) --------- AE = E x ( M ) --------- O + N where AE = the adjusted Exercise Price E = the current Exercise Price O = the number of Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease shares of at least one percent (1%) in Common Stock outstanding on the record date N = the number of Warrant Shares purchasable upon additional shares of Common Stock offered P = the exercise offering price per share of each Warrant; providedthe additional shares M = the Current Market Price per share of Common Stock on the record date The adjustment shall be made successively whenever any such rights, howeveroptions, that warrants or convertible or exchangeable securities are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options, warrants or convertible or exchangeable securities. Upon the expiration of any adjustments which such rights, options, warrants or convertible or exchangeable securities, if any thereof shall not have been exercised, the Exercise Price shall be increased by reason the amount of the initial adjustment of the Exercise Price made pursuant to this Section 6.1(b) are not required in respect of such expired rights, options, warrants or convertible or exchangeable securities. For the purposes of this Certificate, the "Current Market Price" per share of Common Stock at any date shall be deemed to be made the average of the daily closing prices for the 20 consecutive trading days commencing on the 30th trading day prior to the date in question. The closing price for each day shall be carried forward and taken into account (i) if the Common Stock is listed or admitted to trading on a national securities exchange, the closing price on the New York Stock Exchange Consolidated Tape (or any successor composite tape reporting transactions on national securities exchanges) or, if such a composite tape shall not be in use or shall not report transactions in the Common Stock, the last reported sales price regular way on the principal national securities exchange on which the Common Stock is listed admitted to trading (which shall be the national securities exchange on which the greatest number of shares of Common Stock has been traded during such 20 consecutive trading days), or, if there is no transaction on any such day in any subsequent adjustment. All calculations such situation, the mean of the bid and asked prices on such day, or (ii) if the Common Stock is not listed or admitted to trading on any such exchange, the closing price, if reported, or, if the closing price is not reported, the average of the closing bid and asked prices as reported by The Nasdaq Stock Market, or (iii) if bid and asked prices for the Common Stock on each such day shall be made to not have been reported through The Nasdaq Stock Market, the nearest one-thousandth average of the bid and asked prices for such date as furnished by any three New York Stock Exchange member firms regularly making a share. No adjustment need be made for a change market in the par Common Stock and not affiliated with the Company selected for such purpose by the Board of Directors of the Company, or (iv) if no such quotations are available, the fair market value of the Warrant SharesCommon Stock as determined by a New York Stock Exchange member firm regularly making a market in the Common Stock selected for such purpose by such Board. (c) If the Company shall distribute to all holders of its outstanding Common Stock any shares of capital stock of the Company (other than Common Stock) or evidences of indebtedness or assets (excluding ordinary cash dividends and dividends or distributions referred to in paragraphs 6.1(a) and (b)) or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in paragraph 6.1(b) above) (any of the foregoing being hereinafter in this paragraph 6.1

Mandatory Adjustments. The number and kind of securities purchasable upon the exercise of each Warrant and the Exercise Price Securities shall be subject to adjustment as follows: (a) In case If the Company shall (i) declare or pay a dividend on its outstanding Common Stock Warrant Securities in shares of Common Stock Warrant Securities or make a distribution to all holders of its outstanding Common Stock Warrant Securities in shares of Common StockWarrant Securities, (ii) subdivide its outstanding shares of Common Stock Warrant Securities into a greater number of shares of Common StockWarrant Securities, (iii) combine its outstanding shares of Common Stock Warrant Securities into a smaller number of shares of Common Stock Warrant Securities, or (iv) issue by reclassification of its shares of Common Stock Warrant Securities other securities of the Company (including any such reclassification Company, then the Warrant Securities in connection with a consolidation, merger or other business combination in which the Company is the surviving corporation), the number and kind of Warrant Shares purchasable upon exercise of each Warrant effect immediately prior thereto shall be adjusted so that the Holder holder of each Warrant upon exercise thereof any Warrants thereafter exercised shall be entitled to receive the number and kind and number of shares of Warrant Shares Securities or other securities of the Company that the Holder holder would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant Warrants been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a5.1(a) shall become effective on the date of the dividend payment, subdivision, combination or issuance retroactive to the record date with respect thereto, if any, for such event. Such adjustment shall be made successively whenever such an issuance is madesuccessively. (b) If the Company shall issue to all holders of its Warrant Securities rights, options, warrants or convertible or exchangeable securities expiring within 60 days containing the right to subscribe for or purchase shares of Warrant Securities at a price per share that is lower than the then Quoted Price per share (as hereinafter defined) of Warrant Securities, then the Warrant Securities shall be adjusted in accordance with the following formula: (N X P) AE = E x O + ( M ) O + N where AE = the adjusted Warrant Price. E = the current Warrant Price. O = the number of shares of Warrant Securities outstanding on the record date. N = the number of additional shares of Warrant Securities offered. P = the offering price per share of the additional shares. M = the Quoted Price per share of Warrant Securities on the record date. The adjustment shall be made successively whenever any such rights, options, warrants or convertible or exchangeable securities are issued and shall become effective immediately after the record date for the determination of shareholders entitled to receive the rights, options, warrants or convertible or exchangeable securities. Upon the expiration of any such rights, options, warrants or convertible or exchangeable securities, if any thereof shall not have been exercised, the Warrant Price shall be increased by the amount of the initial adjustment of the Warrant Price made pursuant to this Section 5.1(b) in respect of such expired rights, options, warrants or convertible or exchangeable securities. For the purposes of this Section 5.1, the "Quoted Price" per share of Warrant Securities at any date shall be deemed to be the average of the daily closing prices for the 20 consecutive trading days commencing on the 30th trading day prior to the date in question. The closing price for each day shall be (i) if the Warrant Securities are listed or admitted to trading on a national securities exchange, the closing price on the New York Stock Exchange Consolidated Tape (or any successor composite tape reporting transactions on national securities exchanges) or, if such a composite tape shall not be in use or shall not report transactions in the Warrant Securities, the last reported sales price regular way on the principal national securities exchange on which the Warrant Securities are listed or admitted to trading (which shall be the national securities exchange on which the greatest number of shares of Warrant Securities has been traded during such 20 consecutive trading days), or, if there is no transaction on any such day in any such situation, the mean of the bid and asked prices on such day, or (ii) if the Warrant Securities are not listed or admitted to trading on any such exchange, the closing price, if reported, or, if the closing price is not reported, the average of the closing bid and asked prices as reported by NASDAQ, or (iii) if bid and asked prices for the Warrant Securities on each such day shall not have been reported through NASDAQ, the average of the bid and asked prices for such date as furnished by any three New York Stock Exchange member firms regularly making a market in the Warrant Securities and not affiliated with the Company selected for such purpose by the Board of Directors of the Company, or (iv) if no such quotations are available, the fair market value of the Warrant Securities as determined by a New York Stock Exchange member firm regularly making a market in the Warrant Securities selected for such purpose by such Board. (c) If the Company shall distribute to all holders of its outstanding Warrant Securities any shares of capital stock of the Company (other than Warrant Securities) or evidences of indebtedness or assets (excluding ordinary cash dividends, other cash distributions from current or retained earnings and dividends or distributions referred to in Sections 5.1(a) and (b)) or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in Section 5.1(b) above) (any of the foregoing being hereinafter in this Section 5.1(c) called the "Securities or Assets"), then in each such case, unless the Company elects to reserve shares or other units of such Securities or Assets for distribution to each holder of a Warrant upon the exercise of the Warrants so that such holder will receive upon such exercise, in addition to the shares of the Warrant Securities to which such holder is entitled, the amount and kind of such Securities or Assets which such holder would have received if such holder had, immediately prior to the record date for the distribution of the Securities or Assets, exercised the Warrants and received Warrant Securities, the Warrant Price shall be adjusted so that the same shall equal the price determined by multiplying the Warrant Price in effect immediately prior to the date of such distribution by a fraction, the numerator of which shall be the Quoted Price per share of the Warrant Securities on the record date mentioned below less the then fair market value (as determined in good faith by the Board of Directors of the Company), of the portion of the Securities or Assets so distributed or of such rights or warrants applicable to one share of Warrant Securities, and the denominator of which shall be the Quoted Price per share of the Warrant Securities on such record date; provided, however, that if the then fair market value (as so determined) of the portion of the Securities or Assets so distributed applicable to one Warrant Security equals or exceeds the Quoted Price per Warrant Security on the record date mentioned above, in lieu of the foregoing adjustment, adequate provision shall be made so that the holder of the Warrants shall have the right to receive the amount and kind of Securities and Assets such holder would have received had such holder exercised each such Warrant immediately prior to the record date for the distribution of the Securities or Assets. Such adjustment shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. (d) No adjustment in the number of Warrant Shares purchasable hereunder Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number % of Warrant Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this Section 6.1(b) are not required to be made shall be carried forward and taken into account in any subsequent adjustmentsuch price. All calculations under this Section 5.1 shall be made to the nearest one-thousandth hundredth of a cent or to the nearest one-hundredth of a share. No adjustment need , as the case may be. (e) If the Company shall be made for a change in party to any transaction, including without limitation a merger, consolidation, sale of all or substantially all of the par value Corporation's assets, liquidation or recapitalization of the Warrant Shares.Securities (each of the foregoing being referred to as a "Transaction"), in each case [Insert for Common Stock: (except in the case of a Warrant Securities Fundamental Change (as hereinafter defined))] as a result of which shares of Warrant Securities shall be converted into the right to receive stock, securities or other property (including cash or any combination thereof), each Warrant shall thereafter be exercisable into the kind and amount of shares of stock and other securities and property receivable (including cash) upon the consummation of such Transaction by a holder of that number of shares of Warrant Securities issuable upon the exercise of one Warrant immediately prior to such Transaction. The Company shall not be a party to any Transaction unless the terms of such Transaction are consistent with the provisions of this Section 5.1(e) and it shall not consent or agree to the occurrence of any Transaction until the Company has entered into an agreement with the successor or purchasing entity, as the case may be, for the benefit of the holders of the Warrants, which shall contain provisions enabling the holders of the Warrants to exercise such Warrants for the consideration received by holders of Warrant Securities at the Warrant Price immediately after such Transaction. The provisions of this Section 5.1(e) shall similarly apply to successive Transactions. [Insert for Common Stock]: (f) In the event of a common stock Fundamental Change, each Warrant shall be exercisable into Common Stock of the kind received by holders of Common Stock as the result of such Common Stock Fundamental Change. The Warrant Price immediately following such Common Stock Fundamental Change shall be the Warrant Price in effect immediately prior to such Common Stock Fundamental Change multiplied by a fraction, the numerator of which is the Purchaser Stock Price (as hereinafter defined) and the denominator of which is the Applicable Price (as hereinafter defined). The Company shall not consent or agree to the occurrence of any Common Stock Fundamental Change until the Company has entered into an agreement with the successor or purchasing entity, as the case may be, for the benefit of the holders of the Warrants which shall contain provisions enabling the holders of the Warrants to exercise such Warrants for the consideration received by holders of Common Stock at the Warrant Price immediately after such Common Stock