Common use of Company to Give Notice of Certain Events Clause in Contracts

Company to Give Notice of Certain Events. In the event (1) that the Company shall pay any dividend or make any distribution to the holders of shares of [Preferred Stock issuable upon exercise of the Warrants] [Common Stock] otherwise than in cash charged against consolidated net earnings or retained earnings of the Company and its consolidated subsidiaries or in [such Preferred Stock] [shares of Common Stock]; or (2) that the Company shall offer for subscription or purchase, pro rata, to the holders of [Preferred Stock issuable upon exercise of the Warrants] [Common Stock] any additional shares of stock of any class or any securities exercisable for or exchangeable for stock of any class; or (3) of any reclassification or change of outstanding shares of [the class or series of Preferred Stock issuable upon the exercise of the Warrants] [Common Stock] (other than a change in par value, or from par value to no par value, or from no par combination), or of any merger of consolidation of the Company with, or merger of the Company into, another corporation (other than a merger or consolidation in which the Company is the continuing corporation and which does not result in reclassification or change of outstanding shares of [Preferred Stock issuable upon exercise of the Warrants] [Common Stock]), or of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety; or (4) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, and in any one or more of such events, the Company will file with the Warrant Agent and any other Registrar written notice thereof at least twenty days (or ten days in any case specified in clause (1) or (2) above) prior to (i) the record date fixed with respect to any of the events specified in (1) and (2) above and (ii) the effective date of any of the events specified in (3) above; and shall mail promptly after providing such notice to the Warrant Agent or such other Registrar a copy of such notice to the holders thereof at their last addresses as they shall appear upon the Warrant Register. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Company to Give Notice of Certain Events. In the event: (1) that the Company shall pay any dividend or make any distribution to the holders of shares of [Preferred Common Stock issuable upon exercise of the Warrants] [Common Stock] otherwise than in cash charged against consolidated net earnings or retained earnings of the Company and its consolidated net earnings or retained earnings of the Company and its consolidated subsidiaries or in [such Preferred Stock] [shares of Common Stock]; or (2) that the Company shall offer for subscription or purchase, pro rata, to the holders of [Preferred shares of Common Stock issuable upon exercise of the Warrants] [Common Stock] any additional shares of stock of any class or any securities exercisable for convertible into or exchangeable for stock of any class; or (3) of any reclassification or change of in outstanding shares of [the class or series of Preferred Common Stock issuable upon the exercise conversion of the Warrants] [Common Stock] Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or of any merger of or consolidation of the Company with, or merger of the Company into, another corporation (other than a merger or consolidation in which the Company is the continuing corporation and which does not result in any reclassification or change of outstanding shares of [Preferred Common Stock issuable upon exercise conversion of the Warrants] [Common Stock]Securities), or of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety; or (4) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, and in any one or more of such events, the Company will file with give to the Warrant Agent Trustee and any other Registrar each conversion agent written notice thereof at least twenty fifteen days (or ten days in any case specified in clause (1) or (2) above) prior to (i) the record date fixed with respect to any of the events specified in (1) and (2) above above, and (ii) the effective date of any of the events specified in (3) above; and shall mail promptly after providing such notice to the Warrant Agent or such other Registrar a copy of such notice to the holders thereof Holders of Registered Convertible Securities at their last addresses as they shall appear upon the Warrant Security Register. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.. ARTICLE SIXTEEN

Company to Give Notice of Certain Events. In the event (1) that the Company shall pay any dividend or make any distribution to the holders of shares of [Preferred Stock Shares issuable upon exercise of the Warrants] [Common Stock] otherwise than in cash charged against consolidated net earnings or retained earnings of the Company and its consolidated subsidiaries or in [such Preferred StockShares] [shares of Common Stock]; or (2) that the Company shall offer for subscription or purchase, pro rata, to the holders of [Preferred Stock Shares issuable upon exercise of the Warrants] [Common Stock] any additional shares of stock of any class or any securities exercisable for or exchangeable for stock of any class; or (3) of any reclassification or change of outstanding shares of [the class or series of Preferred Stock Shares issuable upon the exercise of the Warrants] [Common Stock] (other than a change in par value, or from par value to no par value, or from no par combination), or of any merger of consolidation of the Company with, or merger of the Company into, another corporation (other than a merger or consolidation in which the Company is the continuing corporation and which does not result in reclassification or change of outstanding shares of [Preferred Stock Shares issuable upon exercise of the Warrants] [Common Stock]), or of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety; or (4) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, and in any one or more of such events, the Company will file with the Warrant Agent and any other Registrar written notice thereof at least twenty days (or ten days in any case specified in clause (1) or (2) above) prior to (i) the record date fixed with respect to any of the events specified in (1) and (2) above and (ii) the effective date of any of the events specified in (3) above; and shall mail promptly after providing such notice to the Warrant Agent or such other Registrar a copy of such notice to the holders thereof at their last addresses as they shall appear upon the Warrant Register. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Company to Give Notice of Certain Events. In the event: (1) that the Company shall pay any dividend or make any distribution to the holders of shares of [Preferred Common Stock issuable upon exercise of the Warrants] [Common Stock] otherwise than in cash charged against consolidated net earnings or retained earnings of the Company and its consolidated net earnings or retained earnings of the Company and its consolidated subsidiaries or in [such Preferred Stock] [shares of Common Stock]; or (2) that the Company shall offer for subscription or purchase, pro rata, to the holders of [Preferred shares of Common Stock issuable upon exercise of the Warrants] [Common Stock] any additional shares of stock of any class or any securities exercisable for convertible into or exchangeable for stock of any class; or (3) of any reclassification or change of in outstanding shares of [the class or series of Preferred Common Stock issuable upon the exercise conversion of the Warrants] [Common Stock] Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or of any merger of or consolidation of the Company with, or merger of the Company into, another corporation (other than a merger or consolidation in which the Company is the continuing corporation and which does not result in any reclassification or change of outstanding shares of [Preferred Common Stock issuable upon exercise conversion of the Warrants] [Common Stock]Securities), or of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety; or (4) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, and in any one or more of such events, the Company will file with give to the Warrant Agent Trustee and any other Registrar each conversion agent written notice thereof at least twenty fifteen days (or ten days in any case specified in clause (1) or (2) above) prior to (i) the record date fixed with respect to any of the events specified in (1) and (2) above above, and (ii) the effective date of any of the events specified in (3) above; and shall mail promptly after providing such notice to the Warrant Agent or such other Registrar a copy of such notice to the holders thereof Holders of Registered Convertible Securities at their last addresses as they shall appear upon the Warrant Security Register. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.. ARTICLE SEVENTEEN

Company to Give Notice of Certain Events. In the event (1) that the Company shall pay any dividend or make any distribution to the holders of shares of [Preferred Common Stock issuable upon exercise of the Warrants] [Common Stock] otherwise than in cash charged against consolidated net earnings or retained earnings of the Company and its consolidated net -88- earnings or retained earnings of the Company and its consolidated subsidiaries or in [such Preferred Stock] [shares of Common Stock]; or (2) that the Company shall offer for subscription or purchase, pro rata, to the holders of [Preferred shares of Common Stock issuable upon exercise of the Warrants] [Common Stock] any additional shares of stock of any class or any securities exercisable for convertible into or exchangeable for stock of any class; or (3) of any reclassification or change of outstanding shares of [the class or series of Preferred Common Stock issuable upon the exercise conversion of the Warrants] [Common Stock] Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or of any merger of or consolidation of the Company with, or merger of the Company into, another corporation (other than a merger or consolidation in which the Company is the continuing corporation and which does not result in any reclassification or change of outstanding shares of [Preferred Common Stock issuable upon exercise conversion of the Warrants] [Common Stock]Securities), or of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety; or (4) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, and in any one or more of such events, the Company will file with give to the Warrant Agent Trustee and any other Registrar each conversion agent written notice thereof at least twenty fifteen days (or ten days in any case specified in clause (1) or (2) above) prior to (i) the record date fixed with respect to any of the events specified in (1) and (2) above above, and (ii) the effective date of any of the events specified in (3) above; and shall mail promptly after providing such notice to the Warrant Agent or such other Registrar a copy of such notice to the holders thereof Holders of Registered Convertible Securities at their last addresses as they shall appear upon the Warrant Security Register. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.. ARTICLE SEVENTEEN

Company to Give Notice of Certain Events. In the eventevent ---------------------------------------- (1) that the Company shall pay any dividend or make any distribution to the holders Holders of shares of [Preferred Stock issuable upon exercise of the Warrants] [Common Stock] otherwise than in cash charged against consolidated net earnings or retained earnings of the Company and its consolidated subsidiaries or in [such Preferred Stock] [shares of Common Stock]; or (2) that the Company shall offer for subscription or purchase, pro rata, to the holders Holders of [Preferred Stock issuable upon exercise of the Warrants] [Common Stock] any additional shares of stock of any class or any securities exercisable for or exchangeable for stock of any class; or (3) of any reclassification or change of outstanding shares of [the class or series of Preferred Stock issuable upon the exercise of the Warrants] [Common Stock] (other than a change in par value, or from par value to no par value, or from no par combination), or of any merger of consolidation of the Company with, or merger of the Company into, another corporation (other than a merger or consolidation in which the Company is the continuing corporation and which does not result in reclassification or change of outstanding shares of [Preferred Stock issuable upon exercise of the Warrants] [Common Stock]), or of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety; or (4) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, and in any one or more of such events, the Company will file with the Warrant Agent and any other Registrar written notice thereof at least twenty days (or ten days in any case specified in clause (1) or (2) above) prior to (i) the record date fixed with respect to any of the events specified in (1) and (2) above and (ii) the effective date of any of the events specified in (3) above; and shall mail promptly after providing such notice to the Warrant Agent or such other Registrar a copy of such notice to the holders Holders thereof at their last addresses as they shall appear upon the Warrant Register. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Company to Give Notice of Certain Events. In the eventcase: (1a) that the Company shall pay any dividend authorize the distribution to all holders of its Common Stock of evidence of its indebtedness or make any distribution assets (other than dividends or other distributions paid out of earned surplus); or (b) the Company shall authorize the granting to the holders of its Common Stock of rights to subscribe for or purchase any shares of [Preferred Stock issuable upon exercise of the Warrants] [Common Stock] otherwise than in cash charged against consolidated net earnings or retained earnings of the Company and its consolidated subsidiaries or in [such Preferred Stock] [shares of Common Stock]; or (2) that the Company shall offer for subscription or purchase, pro rata, to the holders of [Preferred Stock issuable upon exercise of the Warrants] [Common Stock] any additional shares of capital stock of any class or any securities exercisable for or exchangeable for stock of any classother rights; or (3c) of any reclassification or change of outstanding shares of [the class or series of Preferred Stock issuable upon the exercise of the Warrants] [Common Stock] Stock of the Company (other than a change in par value, subdivision or from par value to no par value, or from no par combinationcombination of its outstanding shares of Common Stock), or of any merger of consolidation of the Company with, or merger of the Company into, another corporation (other than a merger or consolidation in to which the Company is the continuing corporation a party and for which does not result in reclassification or change approval of outstanding shares of [Preferred Stock issuable upon exercise any stockholders of the Warrants] [Common Stock])Company is required, or of any the sale or conveyance to another corporation transfer of all or substantially all the assets of the property of the Company as an entirety or substantially as an entiretyCompany; or (4d) of the voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; thenthen the Company shall cause to be filed at the office or agency maintained for the purpose of conversion of Debentures pursuant to Section 4.02, and in any one or more of such eventsshall cause to be mailed, the Company will file with the Warrant Agent and any other Registrar written notice thereof at least twenty days (or ten days in any case specified in clause (1) or (2) above) prior to (i) the record date fixed with respect to any of the events specified in (1) and (2) above and (ii) the effective date of any of the events specified in (3) above; and shall mail promptly after providing such notice to the Warrant Agent or such other Registrar a copy of such notice first class postage prepaid, to the holders thereof of Debentures at their last addresses as they shall appear upon the Warrant Register. Failure Debenture register provided for in Section 5.01, at least 20 days (or 10 days in any case specified in clause (a) or (b) above) prior to give the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such noticedistribution or rights, 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 distribution or rights are to be determined, or any defect therein(ii) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall not affect the legality be entitled to exchange their Common Stock for securities or validity of other property deliverable upon such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Company to Give Notice of Certain Events. In the event: (1) that the Company shall pay any dividend or make any distribution to the holders of shares of [Preferred Stock Shares issuable upon exercise of the Warrants] [Common Stock] otherwise than in cash charged against consolidated net earnings or retained earnings of the Company and its consolidated subsidiaries or in [such Preferred StockShares] [shares of Common Stock]; or (2) that the Company shall offer for subscription or purchase, pro rataPRO RATA, to the holders of [Preferred Stock Shares issuable upon exercise of the Warrants] [Common Stock] any additional shares of stock of any class or any securities exercisable for or exchangeable for stock of any class; or (3) of any reclassification or change of outstanding shares of [the class or series of Preferred Stock Shares issuable upon the exercise of the Warrants] [Common Stock] (other than a change in par value, or from par value to no par value, or from no par combination), or of any merger of consolidation of the Company with, or merger of the Company into, another corporation (other than a merger or consolidation in which the Company is the continuing corporation and which does not result in reclassification or change of outstanding shares of [Preferred Stock Shares issuable upon exercise of the Warrants] [Common Stock]), or of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety; or (4) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, and in any one or more of such events, the Company will file with the Warrant Agent and any other Registrar written notice thereof at least twenty days (or ten days in any case specified in clause (1) or (2) above) prior to (i) the record date fixed with respect to any of the events specified in (1) and (2) above and (ii) the effective date of any of the events specified in (3) above; and shall mail promptly after providing such notice to the Warrant Agent or such other Registrar a copy of such notice to the holders thereof at their last addresses as they shall appear upon the Warrant Register. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.