To: jim_p who wrote (82746 ) 12/26/2000 6:23:55 PM From: Tommaso Read Replies (1) | Respond to of 95453 Here's the paragraph in SEC filings that refers to what happens to the SMOPW warrants in a merger or acquisition. Will someone with a fine legal mind figure out if the warrants remain perpetual or have to be exchanged upon the merger? Section 3.3. Reorganization, Merger and Asset Sales. If after the date hereof any capital reorganization or reclassification of the Common Stock of the Company, or any consolidation, merger, share exchange or similar transaction involving the Company, or the sale of all or substantially all of the Company's assets shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, share exchange, similar transaction or asset sale, lawful and fair provision shall be made whereby the Warrant Certificate holders shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in the Warrant Certificates and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the Warrants represented thereby, such shares of stock, securities, or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the Warrants had such reorganization, reclassification, consolidation, merger, share exchange, similar transaction or asset sale not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Warrant Certificate holders to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Warrant Price and of the number of shares purchasable upon the exercise of the Warrants) shall thereafter be applicable, as nearly as may be in relation to any share of stock, securities, or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, share exchange, similar transaction or sale unless prior to the consummation thereof the successor entity (if other than the Company) resulting from such transaction, or the entity purchasing such assets, shall assume by written instrument executed and delivered to the Warrant Agent the obligation to deliver to the Warrant Certificate holders such shares of stock, securities, or assets as, in accordance with the foregoing provisions, such holders may be entitled to purchase.