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) the Company shall take a record of the holders of 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 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 therefore; (iii) the Company shall effect a dissolution, liquidation or winding up of its business and affairs (other than in connection with a consolidation or share reconstruction or amalgamation) or the Company shall propose a sale of all or substantially all of its property, assets and business; or (iv) the Company shall propose to consummate a Fundamental Transaction.
Appears in 4 contracts
Samples: Underwriting Agreement (D. Medical Industries Ltd.), Warrant Agreement (Chisen Electric Corp), Warrant Agreement (Chisen Electric Corp)
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 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 its Shares 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 therefore; therefor, (iii) the Company shall effect a dissolution, liquidation or winding up of its business and affairs the Company (other than in connection with a consolidation or share reconstruction or amalgamationmerger) or the Company shall propose a sale of all or substantially all of its property, assets and business; business shall be proposed, or (iv) if the Company shall propose deliver a notice to consummate a Fundamental Transactionthe Holder pursuant to Section 5.
Appears in 3 contracts
Samples: Underwriter’s Warrant Agreement (SONDORS Inc.), Representative’s Warrant Agreement (SONDORS Inc.), Underwriting Agreement (Direct Digital Holdings, 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 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 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 or ADS of the Company, or any option, right or warrant to subscribe therefore; therefor, or (iii) the Company shall effect a dissolution, liquidation or winding up of its business and affairs the Company (other than in connection with a consolidation or share or ADS reconstruction or amalgamation) or the Company shall propose a sale of all or substantially all of its property, assets and business; or (iv) the Company business shall propose to consummate a Fundamental Transactionbe proposed.
Appears in 2 contracts
Samples: Underwriting Agreement (Fuxing China Group LTD), Underwriting Agreement (Fuxing China 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 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 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 therefore; therefor, or (iii) the Company shall effect a dissolution, liquidation or winding up of its business and affairs the Company (other than in connection with a consolidation or share reconstruction or merger or amalgamation) or the Company shall propose a sale of all or substantially all of its property, assets and business; business shall be proposed (including a consolidation or (iv) the Company shall propose to consummate a Fundamental Transactionshare reconstruction or merger or amalgamation).
Appears in 1 contract
Samples: Underwriting Agreement (CastleRock Security Holdings, Inc.)