Certain Notices. In case at any time the Company shall propose to: (a) declare any cash dividend upon its Common Stock; (b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock; (c) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or other rights; (d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation; (e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or (f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said cases, the Company shall give to the Holder of the Warrant, by certified or registered mail, (i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 15 contracts
Samples: Loan Agreement (Dreams Inc), Stock Purchase Warrant (Galaxy Foods Co), Stock Purchase Warrant (Environmental Tectonics Corp)
Certain Notices. In case at any time the Company shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or other rights;
(d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;; or
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said cases, the Company shall give to the Holder of the Warrant, by certified or registered mail, (i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 7 contracts
Samples: Loan Agreement (Multicom Publishing Inc), Stock Purchase Warrant (Dynagen Inc), Stock Purchase Warrant (Paysys International Inc)
Certain Notices. In case at any time the Company shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders Holders of its Common Stock;
(c) offer for subscription to the holders Holders of any of its Common Stock any additional shares of stock in any class or other rights;
(d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;; or
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, then in any one or more of said casesthese events, the Company shall give to the Holder of the WarrantHolder, by certified or registered mail, (i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such the dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such the reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders Holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders Holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such the reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 6 contracts
Samples: Warrant Agreement (Nocera, Inc.), Warrant Agreement (Nocera, Inc.), Warrant Agreement (Limelight Media Group Inc)
Certain Notices. In case at any time the Company shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) offer generally for subscription to the holders of any of its Common Stock any additional shares of stock in of any class or other rights;
(d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said cases, the Company shall give to the Holder of the WarrantHolder, by certified or registered mail, (i) at least twenty ten (2010) business days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty ten (2010) business days' prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 4 contracts
Samples: Stock Purchase Warrant (Home Solutions of America Inc), Stock Purchase Warrant (Home Solutions of America Inc), Stock Purchase Warrant (Home Solutions of America Inc)
Certain Notices. In case at any time the Company shall propose to:: ---------------
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or other rights;
(d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said cases, the Company shall give to the Holder of the Warrant, by certified or registered mail, (i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 3 contracts
Samples: Loan and Security Agreement (Act Teleconferencing Inc), Stock Purchase Warrant (M2direct Inc), Stock Purchase Warrant (Webmd Inc)
Certain Notices. In case If at any time the Company shall propose to:
to (ai) declare any cash dividend upon its Common Stock;
; (bii) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
; (ciii) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or other rights;
; (div) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, to another corporation;
; (ev) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
or (fvi) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said cases, then the Company shall give to the Holder of the this Warrant, by certified or registered mail, (i) at least twenty (20) 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) 15 days' prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 3 contracts
Samples: Stock Purchase Warrant (Diplomat Direct Marketing Corp), Stock Purchase Warrant (Diplomat Direct Marketing Corp), Stock Purchase Warrant (Great Train Store Co)
Certain Notices. In case If at any time the Company shall propose totime:
(a) The Company shall declare any cash dividend upon its Common StockShares;
(b) declare There shall be any dividend upon its Common Stock payable in stock acquisition or make any special dividend capital reorganization or other distribution to the holders reclassification of its Common Stock;
(c) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or other rights;
(d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;
(ec) voluntarily There shall be a voluntary or involuntarily dissolveinvoluntary dissolution, liquidate liquidation or wind winding-up of the affairs of the Company; or
(fd) redeem or purchase any shares There shall be an initial public offering of its capital stock or securities convertible into its capital stockthe Company’s securities; then, in any one or more of said cases, the Company shall give give, by first class mail, postage prepaid or by reputable overnight express courier (charges prepaid) or by facsimile (with confirmation of transmittal) or electronic mail, addressed to the Holder of this Warrant at the Warrant, address of such Holder as shown on the signature page hereof (or such other address as the Holder may designate by certified or registered mailadvance written notice to the Company), (ia) at least twenty ten (2010) days' days prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights dividend or for determining rights to vote in respect of any such acquisition, reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation liquidation, winding-up or winding uppublic offering, and (iib) in the case of any such acquisition, reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation liquidation, winding-up or winding uppublic offering, at least twenty ten (2010) days' days prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof. Any notice required by given in accordance with the foregoing clause (ia) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock Shares shall be entitled thereto, and any . Any notice required by given in accordance with the foregoing clause (iib) shall also specify the date on which the holders of Common Stock Shares shall be entitled to exchange their Common Stock Shares for securities or other property deliverable upon such acquisition, reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation liquidation, winding-up, conversion or winding uppublic offering, as the case may be.”
Appears in 3 contracts
Samples: Convertible Promissory Notes and Warrants Amendment (Exagen Inc.), Convertible Promissory Notes and Warrants Amendment (Exagen Inc.), Convertible Promissory Notes and Warrants Amendment (Exagen Diagnostics Inc)
Certain Notices. In case at any time the Company shall propose to:: ---------------
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or other rights;
(d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;; or
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said cases, the Company shall give to the Holder of the Warrant, by certified or registered mail, (i) at least twenty ten (2010) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty ten (2010) days' prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 2 contracts
Samples: Stock Purchase Warrant (M2direct Inc), Stock Purchase Warrant (M2direct Inc)
Certain Notices. In case at any time the Company shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) offer generally for subscription to the holders of any of its Common Stock any additional shares of stock in of any class or other rights;
(d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said cases, the Company shall give to the Holder of the WarrantHolder, by certified or registered mail, (i) at least twenty thirty (2030) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty thirty (2030) days' prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 2 contracts
Samples: Stock Purchase Warrant (Find SVP Inc), Stock Purchase Warrant (Find SVP Inc)
Certain Notices. In case at any time the Company shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or other rights;
(d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;; or
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said cases, the Company shall give to the Holder of the WarrantHolder, by certified or registered mail, (i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 2 contracts
Samples: Stock Purchase Warrant (Buildnet Inc), Stock Purchase Warrant (Buildnet Inc)
Certain Notices. In case at any time the Company shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or series or other rights;
(d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said cases, the Company shall give to the Holder of the Warrant, by certified or registered mail, (i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.. For the purposes of this Warrant notice shall be given as follows: The Address of Holder is: FINOVA Mezzanine Capital Inc. Xxxxx 000 000 Xxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attention: Xxxxxxxx Xxxx Telecopy No. 615/726-1208 with a copy to: FINOVA Mezzanine Capital Inc. Xxxxx Xxxxxxxxxx Xxxxx 000 000 Xxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Telecopy No. 615/256-9958 The Address of Company is: Teltronics, Inc. 0000 Xxxxxxxxx Xxxxxxxxxx Way Sarasota, Florida 34243 Attention: Xxxx Xxxxxxx Telecopy No. 941/751-7724 with a copy to: Xxxxx & Xxxxx 0000 Xxxxxxxx Xxxxx Tonawanda, New York 14150 Attention: Xxxx Xxxxx Telecopy No. 000-000-0000
Appears in 2 contracts
Samples: Stock Purchase Warrant (Teltronics Inc), Stock Purchase Warrant (Teltronics Inc)
Certain Notices. In case at any time the Company shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or series or other rights;
; (d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;
; (e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
or (f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said cases, the Company shall give to the Holder of the Warrant, by certified or registered mail, (i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 2 contracts
Samples: Warrant Agreement (Teltronics Inc), Warrant Agreement (Teltronics Inc)
Certain Notices. In case at any time the Company shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or other rights;
(d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said cases, the Company shall give to the Holder of the WarrantWarrant Agreement, by certified or registered mail, (i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 2 contracts
Samples: Stock Purchase Warrant and Registration Rights Agreement (Imtek Office Solutions Inc), Stock Purchase Warrant and Registration Rights Agreement (Imtek Office Solutions Inc)
Certain Notices. In case at any time the Company shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or other rights;
(d) reorganize, reorganize1 or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;; or
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said cases, the Company shall give to the Holder of the Warrant, by certified or registered mail, (i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 1 contract
Certain Notices. In case at any time the Company shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or other rights;
(d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;; or
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said cases, the Company shall give to the Holder of the WarrantHolder, by certified or registered mail, (i) at least twenty ten (2010) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty ten (2010) days' prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 1 contract
Samples: Stock Purchase Warrant (Interactive Magic Inc /Md/)
Certain Notices. In case at any time the event:
4.11.1 that the Company shall propose to:
take a record of the holders of Ordinary Shares (aor other shares or securities at the time issuable upon conversion of the Convertible Preferred Shares) declare for the purpose of entitling or enabling them to receive any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution distribution, to the holders of its Common Stock;vote at a meeting (or by written consent), to receive any right to subscribe for or purchase any shares or securities, or to receive any other share or security; or
(c) offer for subscription to the holders 4.11.2 of any capital reorganization of its Common Stock the Company, any additional shares reclassification of stock in the Ordinary Shares, any class consolidation or other rights;
(d) reorganize, or reclassify the capital stock merger of the Company, or consolidate, merge or otherwise combine with, or sell sale of all or substantially all of its the Company’s assets to, another corporation;
(e) voluntarily or involuntarily dissolve, liquidate or wind up the assets of the affairs of the CompanyCompany and its subsidiaries taken as a whole); or
(f) redeem or purchase 4.11.3 of any shares of its capital stock or securities convertible into its capital stock; Liquidation Trigger Event, then, and in any one or more of said caseseach such case, the Company shall give send or cause to be sent to each holder of record of Convertible Preferred Shares at the address specified for such holder in the books and records of the Company (or at such other address as may be provided to the Holder of the Warrant, Company in writing by certified or registered mail, (isuch holder) at least twenty ten (2010) days' days prior to the applicable record date or the applicable expected effective date, as the case may be, for the event, a written notice specifying, as the case may be, (A) the record date for such dividend, distribution, meeting or consent or other right or action, and a description of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights other right or for determining rights action to vote in respect of any be taken at such meeting or by written consent, or (B) the effective date on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding upwinding-up or Deemed Liquidation Event is proposed to take place, and (ii) in the case date, if any is to be fixed, as of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice which the books of the date when the same Company shall take place. Any notice required by clause (i) close or a record shall also specify, in the case of any such dividend, distribution or subscription rights, the date on be taken with respect to which the holders of Common Stock shall be entitled thereto, and any notice required by clause record of Ordinary Shares (iior such other shares or securities at the time issuable upon conversion of the Convertible Preferred Shares) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock Ordinary Shares (or such other shares or securities) for shares, securities or other property issuable or deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding upwinding-up or Deemed Liquidation Event, as and the case may beamount per share and character of such exchange applicable to the Convertible Preferred Shares and the Ordinary Shares (or other shares or securities) issuable upon conversion thereof. Such notice shall be in addition to any notices to be delivered to each holder of record of Convertible Preferred Shares in accordance with the Articles and this Certificate of Designation.
Appears in 1 contract
Samples: Securities Purchase Agreement (SMART Global Holdings, Inc.)
Certain Notices. In case at any time the Company shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) offer for subscription to the holders of any of all of its Common Stock any additional shares of stock in any class or other rights;
(d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, where notice to or the consent of the Company's Shareholders is required, in any one or more of said cases, the Company shall give to the Holder of the Warrant, by certified or registered mail, (i) at least twenty ten (2010) business days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty ten (2010) business days' prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 1 contract
Certain Notices. In case If at any time time:
4.1 the Company shall propose to:
(a) declare any cash dividend upon its Common Stockshares of the same class and series as the Warrant Shares;
(b) 4.2 the Company shall declare any dividend upon its Common Stock shares of the same class and series as the Warrant Shares payable in stock or make any special dividend or other distribution to the holders of its Common Stockshares of its shares of the same class and series as the Warrant Shares;
(c) offer for subscription to the holders 4.3 there shall be any capital reorganization or reclassification of any of its Common Stock any additional shares of stock in any class or other rights;
(d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Companyany Corporate Transaction; or
(f) redeem 4.4 the Company shall take or purchase propose to take any other action, notice of which is actually provided to or is required to be provided, pursuant to applicable law or pursuant to any written agreement, to holders of its shares of its capital stock or securities convertible into its capital stockthe same class and series as the Warrant Shares; then, in any one or more of said cases, the Company shall give give, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the Warrant, by certified or registered mailaddress of such Holder as shown of the books of the Company, (ia) at least twenty ten (2010) days' days prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, dividends or distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding upCorporate Transaction, and (iib) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding upCorporate Transaction, at least twenty ten (2010) days' days prior written notice of the date when the same shall is reasonably expected to take place. Any notice required by given in accordance with the foregoing clause (ia) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shares of the same class and series as the Warrant Shares shall be entitled thereto, and any . Any notice required by given in accordance with the foregoing clause (iib) shall also specify the date on which the holders of Common Stock shall shares of the same class and series as the Warrant Shares are reasonably expected to be entitled to exchange their Common Stock stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding upCorporate Transaction, as the case may be.
Appears in 1 contract
Certain Notices. In case at any time the Company shall propose to:
to (ai) declare any cash dividend upon its Common Stock;
; (bii) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
; (ciii) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or other rights;
; (div) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;
; (ev) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
or (fvi) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said cases, the Company shall give to the Holder of the Warrant, by certified or registered mail, (i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' days prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 1 contract
Certain Notices. In case at any time the Company shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) offer for subscription to the holders of any of its Common Stock generally any additional shares of stock in any class or other rights;
(d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said cases, the Company shall give to the Holder of the WarrantWarrantholder, by certified or registered mail, (i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 1 contract
Samples: Stock Purchase Warrant (Webmd Inc)
Certain Notices. In case at any time the event that:
(i) the Company shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or take action to make any special dividend or other distribution to the holders of its Common Stockcommon stock;
(cii) offer for subscription the Company shall take action to the holders of any of its Common Stock any additional shares of stock in any class or other rightseffect a Pro Rata Rights Offering;
(diii) reorganizethe Company shall take action to accomplish any capital reorganization, or reclassify reclassification of the capital stock of the CompanyCompany (other than a subdivision, split or combination of its common stock), or consolidate, merge a consolidation or otherwise combine withmerger to which the Company is a party and for which approval of any stockholders of the Company is required, or sell the sale or transfer of all or substantially all of its the assets to, another corporation;
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
(fiv) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said cases, the Company shall give take action or attempt to take action to cause a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then the Company shall (A) in case of any such distribution or Pro Rata Rights Offering, at least 30 days prior to the Holder of the Warrant, by certified date or registered mail, (i) at least twenty (20) days' prior written notice of the expected date on which the books of the Company shall close or a record shall be taken for such dividend, the determination of holders entitled to the distribution or subscription rights or for determining rights to vote rights, and (B) in respect the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, saletransfer, dissolution, liquidation or winding winding-up, at least twenty 30 days prior to the date or expected date when that event shall take place (20for the avoidance of doubt, it being understood that, in each such case, the shares of Preferred Stock shall continue to be convertible at any time during the applicable 30-day (or longer) days' prior period), cause written notice thereof to be mailed to each holder of shares of Preferred Stock at the holder's address on the books of the date when the same shall take placeCompany. Any notice required by under clause (iA) also shall also specify, in specify the case of any such dividend, distribution date or subscription rights, the expected date on which the holders of Common Stock common stock shall be entitled theretoto the distribution or rights, and any notice required by under clause (iiB) also shall specify the date or expected date on which the holders of Common Stock common stock shall be entitled to exchange their Common Stock common stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up, as the case may be.
Appears in 1 contract
Samples: Governance Agreement (Huff Alternative Income Fund Lp)
Certain Notices. In case at any time the Company shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or other rights;
(d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock, except for the redemption of preferred stock in accordance with its terms in existence on the date of the issuance of this Warrant; then, in any one or more of said cases, the Company shall give to the Holder of the Warrant, by certified or registered mail, (i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 1 contract
Samples: Stock Purchase Warrant (American Consolidated Laboratories Inc)
Certain Notices. In case at any time the Company shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or other rights;
(d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;; or
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said cases, the Company shall give to the Holder of the WarrantHolder, by certified or registered mail, (i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' days prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 1 contract
Certain Notices. In case at any time the Company shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or other rights;
(d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said cases, the Company shall give to the Holder of the Warrant, by certified or registered mail, Warrant (i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 1 contract
Samples: Stock Purchase Warrant (Online Resources & Communications Corp)
Certain Notices. In case at any time the Company shall propose to:: ---------------
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or other rights;
(d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said cases, the Company shall give to the Holder of the Warrant, by certified or registered mail, (i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on of which the holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 1 contract
Certain Notices. In case If at any time the Company Interland shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or other rights;
(d) reorganize, or reclassify the capital stock of the CompanyInterland, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;; or
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stockInterland; then, in any one or more of said cases, the Company Interland shall give to the Holder of the WarrantHolder, by hand delivery or by certified or registered mailmail sent to Holder at the address set forth next to the Holder's signature below (or such other address as Holder shall provide to Interland in writing), (i) at least twenty (20) 20 days' prior written notice of the date on which the books of the Company Interland shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) 20 days' prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation dissolution or winding up, as the case may be. Such notice shall be deemed given when actually delivered.
Appears in 1 contract
Certain Notices. In case at any time the Company shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or other rights;
(d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;; or
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said cases, the Company shall give to the Holder of the Warrant, by certified or registered mail, (i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place; provided, however, that if the Company fails to comply with the notice provisions of this Section, such failure by the Company shall not be a breach hereunder and shall not effect any action taken by the Company's Board of Directors if such action had no adverse or disproportionate effect on Holder. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 1 contract
Certain Notices. In case at any time the Company shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or other rights;
(d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;; or
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said cases, ; the Company shall give to the Holder holder of the Warrant, by certified or registered mail, (i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place; provided, however, that if the Company fails to comply with the notice provisions of this Section, such failure by the Company shall not be a breach hereunder and shall not effect any action taken by the Company's Board Of Directors if such action had no adverse or disproportionate effect on Holder. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 1 contract
Certain Notices. In case at any time the Company shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or other rights;
(d) reorganize, or reclassify or issue any subscription rights affecting the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of or transfer all or substantially all of its assets to, another corporation;person or entity; or
(ed) voluntarily voluntary or involuntarily involuntary dissolve, liquidate or wind up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said cases, the Company shall give to the Holder of the Warrantgive, by certified or registered mail, (iI) at least twenty (20) 20 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) 20 days' prior written notice of the date when the same shall take place. Any notice required by clause class (iI) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders Holder of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders Holder of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be. In addition, so long as the Warrants shall be outstanding, (a) if the Company shall offer generally to the holders of Common Stock the right to subscribe to or purchase any shares of any class of Common Stock or securities convertible into Common Stock or any other similar rights, or (b) if the Company shall give to its stockholders any notice, report, or other communication respecting any significant or special action or event, then in such event, the Company shall give to the Holder, at least ten days prior to the relevant date described below (or such shorter period as is reasonably possible if ten days is not reasonably possible), a notice containing a description of the proposed action or event and stating the date or expected date on which a record of the Company's stockholders is to be taken for any of the foregoing purposes, and the date or expected date on which any such event is to take place. In such event, the Holder shall have the right to subscribe or participate to the same proportionate extent of Common Stockholders, as though then a stockholder of any of the Shares purchasable upon exercise of the Warrants.
Appears in 1 contract
Certain Notices. In case at any time the Company shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or other rights;
(d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or;
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; or
(g) complete a Qualified Public Offering or a transaction that will result in a Qualified Public Offering; then, in any one or more of said cases, the Company shall give to the Holder of the Warrant, by certified or registered mail, (i) at least twenty ten (2010) business days' ’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation liquidation, winding up or winding upa Qualified Public Offering or transaction that will result in a Qualified Public Offering, and (ii) in the case of such a reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation liquidation, winding up or winding upa Qualified Public Offering or transaction that will result in a Qualified Public Offering, at least twenty ten (2010) business days' ’ prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock stock shall be entitled to exchange their Common Stock stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 1 contract
Samples: Stock Purchase Warrant (Cumberland Pharmaceuticals Inc)
Certain Notices. In case at any time the Company shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or series or other rights;
(d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said cases, the Company shall give to the Holder of the Warrant, by certified or registered mail, (i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 1 contract
Certain Notices. In case at any time the Company shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or other rights;
(d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;; or
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said cases, the Company shall give to the Holder of the Warrant, by certified or registered mail, (i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 1 contract
Certain Notices. In case at any time the Company shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or other rights;
(d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;; or
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said cases, the Company shall give to the Holder of the Warrant, by certified or registered mailmall, (i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place; provided, however, that if the Company fails to comply with the notice provisions of this Section, such failure by the Company shall not be a breach hereunder and shall not effect any action taken by the Company's Board of Directors if such action had no adverse or disproportionate effect on Holder. Any notice required by clause (i) shall also specifyspecity, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (iili) shall specify specity the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 1 contract
Certain Notices. In case at any time the Company shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or other rights;
(d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;; or
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said cases, the Company shall give to the Holder of the WarrantHolder, by certified or registered mail, (i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights fights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rightsfights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 1 contract
Certain Notices. In case at any time the Company shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or other rights;
(d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;; or
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said cases, the Company shall give to the Holder of the Warrant, by certified or registered mail, (i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding winding-up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding winding-up, at least twenty (20) days' prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding winding-up, as the case may be.
Appears in 1 contract
Certain Notices. In case at any time the Company shall propose to:
to (ai) --------------- declare any cash dividend upon its Common Stock;
; (bii) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
; (ciii) offer for subscription to the holders of any shares of its Common Stock or otherwise issue, or enter into an agreement providing for the issuance of, any additional shares of stock in of any class or other rights;
rights (dother than with respect to options to purchase Common Stock granted pursuant to stock option plans approved by stockholders of the Company); (iv) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;
; or (ev) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said caseseach such case, the Company shall give to the Holder of the Warrantgive, by certified or registered mail, : (ia) at least twenty (20) 20 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, dividend distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (iib) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) 20 days' prior written notice of the date when the same shall take place. Any notice required by clause (ia) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (iib) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 1 contract
Certain Notices. In case at any time the Company shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or other rights;
(d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;; or
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said cases, the Company shall give to the Holder of the Warrant, by certified or registered mail, (i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (iiil) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place; provided, however, that if the Company fails to comply with the notice provisions of this Section, such failure by the Company shall not be a breach hereunder and shall not effect any action taken by the Company's Board of Directors if such action had no adverse or disproportionate effect on Holder. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 1 contract
Certain Notices. In case at any time the Company shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or other rights;
(d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine withwith (except where the Company is the surviving entity), or sell of all or substantially all of its assets to, another corporation;; or
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said cases, the Company shall give to the Holder of the Warrant, by certified or , registered mail, (i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 1 contract
Certain Notices. In case at any time the Company shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or other rights;
(d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
or (f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said cases, the Company shall give to the Holder of the Warrant, by certified or registered mail, (i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 1 contract
Samples: Loan Agreement (Dreams Inc)
Certain Notices. In case at any time the Company shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or other rightsrights (exclusive of any options or shares offered to employees or directors of the Company pursuant to the Company's 1997 Stock Option Plan);
(d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;; or
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said cases, the Company shall give to the Holder of the Warrant, by certified or registered mail, (i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 1 contract
Samples: Loan Agreement (Data National Corp)
Certain Notices. In case at any time the Company shall propose to:
(a) declare any cash dividend upon its Common StockUnits;
(b) declare any dividend upon its Common Stock Units payable in stock or make any special dividend or other distribution to the holders of its Common StockUnits;
(c) offer for subscription to the holders of any of its Common Stock Units any additional shares of stock in any class or other rights;
(d) reorganize, or reclassify the capital stock equity interests of the Company, or consolidate, merge or otherwise combine with, with or sell of all or substantially all of its assets to, another corporation;; or
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; ,then, in any one or more of said cases, the Company shall give to the Holder of the this Warrant, by certified or registered mail, (i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock Units shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock Units shall be entitled to exchange their Common Stock Units for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 1 contract
Samples: Warrant (Obsidian Enterprises Inc)
Certain Notices. In case at any time the Company shall propose tocase:
(ai) declare any the Issuer shall authorize the distribution to all holders of Common Stock of evidences of its indebtedness or assets (other than cash dividend upon its Common Stock;dividends or other cash distributions paid out of surplus); or
(bii) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution The Issuer shall authorize the granting to the holders of its Common Stock;
(c) offer for subscription to the holders of any of its Common Stock of rights or warrants to subscribe for or purchase any additional shares of capital stock in or any class or of any other rights;; or
(diii) reorganize, or reclassify of any reclassification of the capital stock of the CompanyIssuer (other than a subdivision or combination of its outstanding shares of Common Stock), or consolidate, merge of any consolidation or otherwise combine withmerger to which the Issuer is a party and for which approval of any stockholders of the Issuer is required, or sell of the sale, lease, or transfer of all or substantially all of its assets to, another corporation;
(e) voluntarily or involuntarily dissolve, liquidate or wind up the property of the affairs of the CompanyIssuer; or
(fiv) redeem of the voluntary or purchase any shares involuntary dissolution, liquidation, or winding up of its capital stock or securities convertible into its capital stockthe Issuer; then, in any one or more of said caseseach case, the Company Issuer shall give provide to the Holder of the Warrant, by certified or registered mail, (i) Convertible Lender at least twenty 20 days, but not more than 45 days, prior to the applicable record or effective date hereinafter specified, a notice stating (20x) days' prior written notice of the date on which the books of the Company shall close or a record shall is to be taken for the purpose of such dividend, distribution distribution, rights, or subscription rights warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, or for determining rights warrants are to vote in respect of any be determined, or (y) the date on which such reorganization, reclassification, consolidation, merger, sale, dissolutionlease, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, saletransfer, dissolution, liquidation liquidation, or winding upup is expected to become effective, at least twenty (20) days' prior written notice of and the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case as of any such dividend, distribution or subscription rights, the date on which the it is expected that holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, lease, transfer, dissolution, liquidation liquidation, or winding up, as the case may be.
Appears in 1 contract
Samples: Equity Conversion Agreement (Brigham Exploration Co)
Certain Notices. In case at any time the Company shall propose to:: ---------------
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or other rights;
(d) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine with, or sell of all or substantially all of its assets to, another corporation;
(e) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said cases, the Company shall give to the Holder of the Warrant, by certified or registered mail, (i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.
Appears in 1 contract
Certain Notices. In case at any time case:
(i) the Company shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon authorize the distribution to all holders of its Common Stock payable in stock of evidences of its indebtedness or make any special dividend assets (other than cash dividends or other distribution cash distributions paid out of surplus); or 104
(ii) the Company shall authorize the granting to the holders of its Common Stock;
(c) offer Stock of rights or warrants to subscribe for subscription to the holders of or purchase any of its Common Stock any additional shares of capital stock in or any class or of any other rights;; or
(diii) reorganize, or reclassify of any reclassification of the capital stock of the CompanyCompany (other than a subdivision or combination of its outstanding shares of Common Stock), or consolidate, merge of any consolidation or otherwise combine withmerger to which the Company is a party and for which approval of any stockholders of the Company is required, or sell of the sale, lease or transfer of all or substantially all of its assets tothe property of the Company, another corporation;requiring the execution of a supplemental indenture pursuant to Section 14.06; or
(eiv) voluntarily or involuntarily dissolve, liquidate or wind up of the affairs voluntary or involuntary dissolution, liquidation or winding up of the Company; or
(f) redeem or purchase any shares of its capital stock or securities convertible into its capital stock; then, in any one or more of said caseseach case, the Company shall give cause notice thereof to be filed with the Trustee and each conversion agent, and shall cause to be mailed, to each holder of a Debenture at such holder's last address as the same appears on the Debenture Register, at least 20 days prior to the Holder of the Warrantapplicable record or effective date hereinafter specified, by certified or registered mail, a notice stating (ix) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall is to be taken for the purpose of such dividend, distribution or subscription distribution, rights or for determining warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to vote in respect of any be determined, or (y) the date on which such reorganization, reclassification, consolidation, merger, sale, dissolutionlease, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, saletransfer, dissolution, liquidation or winding upup is expected to become effective, at least twenty (20) days' prior written notice of and the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case as of any such dividend, distribution or subscription rights, the date on which the it is expected that holders of Common Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the holders of Common Stock record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, lease, transfer, dissolution, liquidation or winding up, as the case may be.
Appears in 1 contract
Samples: Indenture (Philip Services Corp)
