(d) Taxes
on Conversion.
The
issuance of certificates for shares for Common Stock upon the conversion of
this
Note shall be made without charge by the Maker to the converting Payee for
any
tax in respect of the issuance of such certificates and such certificates shall
be issued in the name of, or in such names as may be directed by, the Payee
of
this Note; provided,
however,
that
the Maker shall not be required to pay any tax which may be payable in respect
of any transfer involved in the issuance or delivery of any such certificate
in
a name other than that of the Payee of this Note, and the Maker shall not be
required to issue or deliver such certificates unless or until the person or
persons requesting the issuance thereof shall have paid to the Maker the amount
of any such tax or shall have established to the satisfaction of the Maker
that
any such tax has been paid.
(e) Adjustment
of Shares
(i) Stock
Dividends, Distributions or Subdivisions.
In the
event that, at any time and from time to time from and after the date of this
Note, the Maker shall issue additional shares of Common Stock (or securities
convertible into Common Stock) in a stock dividend, stock distribution or
subdivision paid with respect to Common Stock, or declare any dividend or other
distribution payable in additional shares of Common Stock (or securities
convertible into Common Stock) or effect a split or subdivision of the
outstanding shares of Common Stock, then, concurrently with the effectiveness
of
such stock dividend, stock distribution or subdivision, the then-effective
Conversion Price shall be proportionately decreased, and the number of shares
of
Common Stock issuable upon conversion of this Note shall thus be proportionately
increased.
(ii) Combinations
or Consolidations.
In the
event that, at any time and from time to time from and after the date of this
Note, the outstanding shares of Common Stock shall be combined or consolidated,
by reclassification or otherwise, into a lesser number of shares of Common
Stock, then, concurrently with the effectiveness of such combination or
consolidation, the then-effective Conversion Price shall be proportionately
increased, and the number of shares of Common Stock issuable upon conversion
of
this Note shall thus be proportionately decreased.
(iii) Other
Dividends or Distributions.
If the
Maker, at any time or from time to time after the issuance of this Note, makes
a
distribution to the holders of Common Stock which is payable in securities
of
the Maker other than Common Stock, then, in each such event, provision shall
be
made so that the Payee shall receive upon conversion of this Note, in addition
to the number of shares of Common Stock, the amount of such securities of the
Maker which would have been received if the portion of this Note so converted
had been exercised for Common Stock on the date of such event, subject to
adjustments subsequent to the date of such event with respect to such
distributed securities which shall be on terms as nearly equivalent as
practicable to the adjustments provided in this Section 3(e)(iii) and all
other adjustments under this Section 3(e). Nothing contained in this
Section 3(e)(iii) shall be deemed to permit the payment of any distribution
in
violation of the Loan Agreement.
