Common use of Events Requiring Notice Clause in Contracts

Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of shares of the Company’s common stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of shares of the Company’s common stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.

Appears in 12 contracts

Samples: Underwriting Agreement (Intellicheck Mobilisa, Inc.), Representative’s Warrant Agreement (Ruthigen, Inc.), Underwriting Agreement (Biocept Inc)

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Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 7 upon one or more of the following events: (i) if the Company shall take a record of the holders of its shares of the Company’s common stock Common Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of its shares of the Company’s common stock Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.

Appears in 12 contracts

Samples: Underwriters’ Warrant Agreement (Callan JMB Inc.), Representative’s Warrant Agreement (Callan JMB Inc.), Representative’s Warrant Agreement (BranchOut Food Inc.)

Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of its shares of the Company’s common stock Common Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, or (ii) the Company shall offer to all the holders of shares of the Company’s common stock its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a merger or reorganization in which the Company is not the surviving party, or (iv) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamationmerger) or a sale of all or substantially all of its property, assets and business shall be proposed.

Appears in 10 contracts

Samples: Warrant Agreement (Global Telecommunication Solutions Inc), Warrant Agreement (U S Opportunity Search Inc), Warrant Agreement (Parkervision Inc)

Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of its shares of the Company’s common stock Common Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of its shares of the Company’s common stock Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share stock reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.

Appears in 10 contracts

Samples: Underwriting Agreement (Inno Holdings Inc.), Underwriting Agreement (Elevai Labs Inc.), Underwriting Agreement (Northann Corp.)

Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of shares of the Company’s common stock its Ordinary Shares for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, or (ii) the Company shall offer to all the holders of shares of the Company’s common stock its Ordinary Shares any additional shares of share capital stock of the Company or securities convertible into or exchangeable for shares of share capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamationmerger) or a sale of all or substantially all of its property, assets and business shall be proposed.

Appears in 8 contracts

Samples: Purchase Option Agreement (ChinaGrowth North Acquisition CORP), Purchase Option Agreement (ChinaGrowth South Acquisition CORP), Purchase Option Agreement (ChinaGrowth South Acquisition CORP)

Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of its shares of the Company’s common stock Common Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, or (ii) the Company shall offer to all the holders of shares of the Company’s common stock its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamationmerger) or a sale of all or substantially all of its property, assets and business or a merger of the Company wherein the separate existence of the Company shall cease shall be proposed.

Appears in 7 contracts

Samples: Unit Purchase Option Agreement (SMG Indium Resources Ltd.), Purchase Option Agreement (Healthcare Acquisition Corp), Unit Purchase Option Agreement (SMG Indium Resources Ltd.)

Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 7 upon one or more of the following events: (i) if the Company shall take a record of the holders of shares of the Company’s common stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of shares of the Company’s common stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.

Appears in 6 contracts

Samples: Underwriters’ Warrant Agreement, Underwriting Agreement (Naked Brand Group Inc.), Underwriters’ Warrant Agreement (BioPharmX Corp)

Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of shares of the Company’s common stock its Ordinary Shares for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, ; (ii) the Company shall offer to all the holders of shares of the Company’s common stock its Ordinary Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, ; or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.

Appears in 5 contracts

Samples: Underwriting Agreement (T20 Holdings Ltd.), Underwriting Agreement (T20 Holdings Ltd.), Underwriting Agreement (T20 Holdings Pte. Ltd.)

Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of its shares of the Company’s common stock Common Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of its shares of the Company’s common stock Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.

Appears in 4 contracts

Samples: Underwriting Agreement (Marizyme Inc), Underwriting Agreement (Marizyme Inc), Warrant Agreement (Sensus Healthcare, Inc.)

Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 7 upon the occurrence of one or more of the following events: (i) if the Company shall take a record of the holders of shares of the Company’s common stock its Shares for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of shares of the Company’s common stock its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed. The Holder shall keep the information provided in such notices confidential unless and until such information is disclosed publicly by the Company.

Appears in 4 contracts

Samples: Buyout Agreement, Buyout and Release Agreement (1347 Property Insurance Holdings, Inc.), Buyout and Release Agreement (Kingsway Financial Services Inc)

Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon in connection with one or more of the following events: (i) if the Company shall take a record of the holders of its shares of the Company’s common stock Common Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, or (ii) the Company shall offer to all the holders of shares of the Company’s common stock its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamationmerger) or a sale of all or substantially all of its property, assets and business shall be proposed.

Appears in 4 contracts

Samples: Purchase Option Agreement (Chardan China Acquisition Corp III), Purchase Option Agreement (Chardan China Acquisition Corp II), Purchase Option Agreement (Juniper Partners Acquisition Corp.)

Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of shares of the Company’s common stock its Ordinary Shares for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, or (ii) the Company shall offer to all the holders of shares of the Company’s common stock its Ordinary Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a merger, combination, consolidation, stock acquisition, dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.

Appears in 3 contracts

Samples: Purchase Option Agreement (Fuwei Films (Holdings), Co. Ltd.), Purchase Option Agreement (IncrediMail Ltd.), Purchase Option Agreement (IncrediMail Ltd.)

Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of shares of the Company’s common stock its Units (or Component Securities) for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of shares of the Company’s common stock its Units (or Component Securities) any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.

Appears in 3 contracts

Samples: Purchase Warrant Agreement (Eastside Distilling, Inc.), Purchase Warrant Agreement (Eastside Distilling, Inc.), Purchase Warrant (Eastside Distilling, Inc.)

Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of shares of the Company’s common stock its Shares or ADSs for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of shares of the Company’s common stock its Shares or ADSs any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.

Appears in 3 contracts

Samples: Underwriters' Warrant Agreement (WiMi Hologram Cloud Inc.), Underwriters' Warrant Agreement (AnPac Bio-Medical Science Co., Ltd.), Underwriters' Warrant Agreement (AnPac Bio-Medical Science Co., Ltd.)

Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of its shares of the Company’s common stock Common Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, or (ii) the Company shall offer to all the holders of shares of the Company’s common stock its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefortherefore, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamationmerger) or a sale of all or substantially all of its property, assets and business shall be proposed.

Appears in 3 contracts

Samples: Purchase Option Agreement (Vector Intersect Security Acquisition Corp.), Purchase Option Agreement (Vector Intersect Security Acquisition Corp.), Common Stock Purchase Warrant (Everlast Worldwide Inc)

Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 8.1 upon one or more of the following events: (i) if the Company shall take a record of the holders of shares of the Company’s common stock its Ordinary Shares for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of shares of the Company’s common stock its Ordinary Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.

Appears in 2 contracts

Samples: Purchase Warrant (3 E Network Technology Group LTD), Purchase Warrant Agreement (3 E Network Technology Group LTD)

Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of its shares of the Company’s common stock Common Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of its shares of the Company’s common stock Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefortherefore, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.

Appears in 2 contracts

Samples: Underwriter’s Option Agreement (Aquasition Corp.), Purchase Option Agreement (Selway Capital Acquisition Corp.)

Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of shares of the Company’s common stock its ADSs for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of shares of the Company’s common stock its ADSs any additional shares ADSs of capital stock of the Company or securities convertible into or exchangeable for shares ADSs of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.

Appears in 2 contracts

Samples: Purchase Warrant Agreement (WiMi Hologram Cloud Inc.), Purchase Warrant Agreement (WiMi Hologram Cloud Inc.)

Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of shares of the Company’s common stock its Ordinary Shares or ADSs for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of shares of the Company’s common stock its Ordinary Shares or ADSs any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.

Appears in 2 contracts

Samples: Underwriting Agreement (BiondVax Pharmaceuticals Ltd.), Underwriting Agreement (BiondVax Pharmaceuticals Ltd.)

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Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of shares of the Company’s common stock its Ordinary Shares for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of shares of the Company’s common stock its Ordinary Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefortherefore, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.

Appears in 2 contracts

Samples: Purchase Option Agreement (FlatWorld Acquisition Corp.), Underwriter’s Option Agreement (FlatWorld Acquisition Corp.)

Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 9 upon the occurrence of one or more of the following events: : (ia) if the Company shall take takes a record of the holders of its shares of the Company’s common stock Common Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, ; (iib) if the Company shall offer offers to all the holders of shares of the Company’s common stock its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or ; or (iiic) a dissolution, liquidation or winding up of if the Company proposes to dissolve, liquidate or wind up its affairs (other than in connection with a consolidation or share reconstruction or amalgamationmerger) or a sale to sell of all or substantially all of its property, assets and business shall be proposedbusiness.

Appears in 1 contract

Samples: Warrant Agreement (Mitcham Industries Inc)

Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of its shares of the Company’s common stock Common Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable pay-able otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, or (ii) the Company shall offer to all the holders of shares of the Company’s common stock its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable exchange-able for shares of capital stock of the Company, or any option, right or warrant to subscribe therefortherefore, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection connec-tion with a consolidation or share reconstruction or amalgamationmerger) or a sale of all or substantially substan-tially all of its property, assets and business shall be proposed.

Appears in 1 contract

Samples: Purchase Option Agreement (Vector Intersect Security Acquisition Corp.)

Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of its shares of the Company’s common stock Common Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of its shares of the Company’s common stock Common Stock any additional shares of in the capital stock of the Company or securities convertible into or exchangeable for shares of in the capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamationamalgamation (or similar transaction) or a sale of all or substantially all of its property, assets and business shall be proposed.

Appears in 1 contract

Samples: Underwriting Agreement (Cachet Financial Solutions, Inc.)

Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of its shares of the Company’s common stock Common Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable pay-able otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, or (ii) the Company shall offer to all the holders of shares of the Company’s common stock its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable exchange-able for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection connec-tion with a consolidation or share reconstruction or amalgamationmerger) or a sale of all or substantially substan-tially all of its property, assets and business shall be proposed.

Appears in 1 contract

Samples: Purchase Option Agreement (Israel Technology Acquisition Corp.)

Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of its common shares of the Company’s common stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of its common shares of the Company’s common stock any additional shares of in the capital stock of the Company or securities convertible into or exchangeable for shares of in the capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamationamalgamation (or similar transaction) or a sale of all or substantially all of its property, assets and business shall be proposed.

Appears in 1 contract

Samples: Representative’s Warrant Agreement (Sphere 3D Corp)

Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of shares of the Company’s common stock its Shares for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of shares of the Company’s common stock its Shares or ADSs any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.

Appears in 1 contract

Samples: Underwriting Agreement (Hywin Holdings Ltd.)

Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of its shares of the Company’s common stock Common Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable pay­able otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, or (ii) the Company shall offer to all the holders of shares of the Company’s common stock its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable exchange­able for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection connec­tion with a consolidation or share reconstruction or amalgamationmerger) or a sale of all or substantially substan­tially all of its property, assets and business shall be proposed.

Appears in 1 contract

Samples: Purchase Option Agreement (Argyle Security Acquisition CORP)

Events Requiring Notice. The Company shall be required to give the ----------------------- notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of its shares of the Company’s common stock Common Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, or (ii) the Company shall offer to all the holders of shares of the Company’s common stock its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamationmerger) or a sale of all or substantially all of its property, assets and business shall be proposed.

Appears in 1 contract

Samples: Purchase Option Agreement (Specialty Catalog Corp)

Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of shares of the Company’s 's common stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of shares of the Company’s 's common stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.

Appears in 1 contract

Samples: Representative's Warrant Agreement (PetroShare Corp.)

Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 9 upon one or more of the following events: (i) if the Company shall take a record of the holders of its shares of the Company’s common stock Common Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, or (ii) the Company shall offer to all the holders of shares of the Company’s common stock its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares -11- of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamationmerger) or a sale of all or substantially all of its property, assets and business shall be proposed.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Puro Water Group Inc)

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