Common use of Extraordinary Corporate Events Clause in Contracts

Extraordinary Corporate Events. If and whenever the Company subsequent to the date hereof shall propose to (i) pay any dividend to the holders of shares of Common Stock or to make any other distribution to the holders of shares of Common Stock (other than as a regularly scheduled cash dividend), (ii) offer to the holders of shares of Common Stock rights to subscribe for or purchase any additional shares of any class of stock or any other rights or options, (iii) effect any reclassification of the Common Stock or other shares of the Company (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock as provided in Section 3(a)), (iv) engage in any reorganization or recapitalization or any consolidation or merger, (v) consummate any sale, transfer or other disposition of its property, assets and business as an entirety or substantially as an entirety, (vi) effect any other transaction which requires an adjustment to the Exercise Price (or to the number or kind of securities or other property deliverable upon the exercise of this Warrant), or (vii) commence or effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall deliver to the Holder an officers' certificate giving notice of such proposed action, specifying (A) the date on which the stock transfer books of the Company shall close, or a record shall be taken, for determining the holders of Common Stock entitled to receive such dividend or other distribution or such rights or options, or the date on which such reclassification, reorganization, recapitalization, consolidation, merger, sale, transfer, other disposition, transaction, liquidation, dissolution or winding up shall take place or commence, as the case may be, and (B) the date as of which it is expected that holders of Common Stock of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such officers' certificate shall be delivered in the case of any action covered by clause (i) or (ii) above, at least 15 business days prior to the record date for determining holders of Common Stock for purposes of receiving such payment or offer, and, in any other case, at least 15 business days prior to the date upon which such action takes place and 15 business days prior to any record date to determine holders of Common Stock entitled to receive such securities or other property.

Extraordinary Corporate Events. If and whenever the Company subsequent to the date hereof shall propose to (i) pay any dividend to the holders of shares of Common Stock or to make any other distribution to the holders of shares of Common Stock (other than as a regularly scheduled cash dividend), (ii) offer to the holders of shares of Common Stock rights to subscribe for or purchase any additional shares of any class of stock or any other rights or options, (iii) effect any reclassification of the Common Stock or other shares of the Company (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock as provided in Section 3(a)), (iv) engage in any reorganization or recapitalization or any consolidation or merger, (v) consummate any sale, transfer or other disposition of its property, assets and business as an entirety or substantially as an entirety, (vi) effect any other transaction which requires an adjustment to the Exercise Price (or to the number or kind of securities or other property deliverable upon the exercise of this Warrant), or (vii) commence or effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall deliver to the Holder an officers' ’ certificate giving notice of such proposed action, specifying (A) the date on which the stock transfer books of the Company shall close, or a record shall be taken, for determining the holders of Common Stock entitled to receive such dividend or other distribution or such rights or options, or the date on which such reclassification, reorganization, recapitalization, consolidation, merger, sale, transfer, other disposition, transaction, liquidation, dissolution or winding up shall take place or commence, as the case may be, and (B) the date as of which it is expected that holders of Common Stock of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such officers' ’ certificate shall be delivered in the case of any action covered by clause (i) or (ii) above, at least 15 business days prior to the record date for determining holders of Common Stock for purposes of receiving such payment or offer, and, in any other case, at least 15 business days prior to the date upon which such action takes place and 15 business days prior to any record date to determine holders of Common Stock entitled to receive such securities or other property.

Extraordinary Corporate Events. If and whenever the Company subsequent to In case Newco after the date hereof shall propose to (i) pay distribute any dividend (whether stock or cash or otherwise) to the holders of shares of Common Stock or to make any other distribution to the holders of shares of Common Stock (other than as a regularly scheduled cash dividend)Stock, (ii) offer to the holders of shares of Common Stock rights to subscribe for or purchase any additional shares of any class of stock or any other rights or options, or (iii) effect any reclassification of the Common Stock or other shares of the Company (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock as provided in Section 3(a)Stock), (iv) engage in any reorganization or recapitalization or capital reorganization, any consolidation or mergermerger (other than a merger in which no distribution of securities or other property is to be made to holders of shares of Common Stock), (v) consummate any sale, transfer or other disposition of all or substantially all of its property, assets and business as an entirety or substantially as an entirety, (vi) effect any other transaction which requires an adjustment to the Exercise Price (or to the number or kind of securities or other property deliverable upon the exercise of this Warrant)business, or (vii) commence or effect the liquidation, dissolution or winding up of the CompanyNewco, then, in each such case, the Company shall deliver mail to the Holder an officers' certificate giving each Optionholder notice of such proposed action, specifying (A) which notice shall specify the date on which (a) the stock transfer books of the Company Newco shall close, or (b) a record shall be taken, taken for determining the holders of Common Stock entitled to receive such dividend stock dividends or other distribution or such rights or options, or the date on which (c) such reclassification, reorganization, recapitalization, consolidation, merger, sale, transfer, other disposition, transaction, liquidation, dissolution or winding up shall take place or commence, as the case may be, and (B) the date date, if any, as of which it is expected that holders of record of Common Stock of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such officers' certificate notice shall be delivered mailed in the case of any action covered by clause (i) or (ii) above, above at least 15 business 10 days prior to the record date for determining holders of Common Stock for purposes of receiving such payment or offer, and, or in the case of any other case, action covered by clause (iii) above at least 15 business 30 days prior to the date upon which such action takes place and 15 business 20 days prior to any record date to determine holders of Common Stock entitled to receive such securities or other property.

Extraordinary Corporate Events. If and whenever In case the Company subsequent to after the date hereof shall propose to (i) pay any dividend payable in stock to the holders of shares of Common Stock or to make any other distribution Distribution to the holders of shares of Common Stock (other than as a regularly scheduled cash dividend)Stock, (ii) offer to the holders of shares of Common Stock rights to subscribe for or purchase any additional shares of any class of stock or any other rights or options, options or (iii) effect any reclassification of the Common Stock or other shares of the Company (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock as provided in Section 3(a)Stock), (iv) engage in or any capital reorganization or recapitalization or any consolidation or mergermerger (other than a merger in which no distribution of securities or other property is to be made to holders of shares of Common Stock), (v) consummate or any sale, transfer or other disposition of its property, assets and business as an entirety or substantially as an entirety, (vi) effect any other transaction which requires an adjustment to the Exercise Price (or to the number or kind of securities or other property deliverable upon the exercise of this Warrant), or (vii) commence or effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall deliver mail to the Holder an officers' certificate giving each holder of a Warrant notice of such proposed action, specifying (A) which shall specify the date on which the stock transfer books of the Company shall close, or a record shall be taken, for determining the holders of Common Stock entitled to receive such dividend stock dividends or other distribution Distribution or such rights or options, or the date on which such reclassification, reorganization, recapitalization, consolidation, merger, sale, transfer, other disposition, transaction, liquidation, dissolution or winding up shall take place or commence, as the case may be, and (B) the date as of which it is expected that holders of Common Stock of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such officers' certificate notice shall be delivered mailed in the case of any action covered by clause (i) or (ii) above, above at least 15 business ten (10) days prior to the record date for determining holders of Common Stock for purposes of receiving such payment or offer, and, or in the case of any other case, action covered by clause (iii) above at least 15 business thirty (30) days prior to the date upon which such action takes place and 15 business ten (10) days prior to any record date to determine holders of Common Stock entitled to receive such securities or other property.

Extraordinary Corporate Events. If and whenever the Company subsequent to the date hereof shall propose to In case at any time while this Warrant is Outstanding, (i) the Company proposes to pay any dividend payable in stock to the holders of shares of Common Stock or to make any other distribution to the holders of shares of Common Stock (other than as a regularly scheduled cash dividend), Stock; (ii) the Company proposes to offer to the holders of shares of Common Stock rights to subscribe for or purchase any additional shares of any class of stock or any other rights or options, ; (iii) the Company proposes to effect any reclassification of the Common Stock or other shares of the Company (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock as provided in Section 3(aStock)), ; (iv) engage in the Company proposes to effect any reorganization or recapitalization or any capital reorganization, consolidation or merger, ; (v) consummate the Company proposes to effect any sale, transfer or other disposition of its property, assets and business as an entirety or substantially as an entirety, ; (vi) effect any other transaction which requires an adjustment the Company proposes to the Exercise Price (or to the number or kind of securities or other property deliverable upon the exercise of this Warrant), or (vii) commence or effect the liquidation, dissolution or winding up of the Company; or (vii) the Company proposes to issue to any person or persons any options or other rights to subscribe for or to purchase shares of Common Stock or any Convertible Securities which would cause such acquiror or acquirors, collectively, to own, and/or to have the right to obtain ownership, upon exercise of such options or other rights or upon conversion or exchange of such Convertible Securities, of an aggregate of 50% or more of the then Fully-Diluted Outstanding shares of Common Stock of the Company; or (viii) any action or transaction giving rise to a Put Right is proposed to occur, then, in each such case, the Company shall deliver mail to the Holder an officers' certificate giving of this Warrant notice of such proposed action, specifying (A) which shall specify the date on which the stock transfer books of the Company shall close, or a record shall be taken, for determining the holders of Common Stock entitled to receive such dividend stock dividends or other distribution or such rights or options, or the date on which such reclassification, reorganization, recapitalization, consolidation, merger, sale, transfer, other disposition, transaction, liquidation, dissolution dissolution, winding up, issuance, sale or winding up other transfer or action shall take place or commence, as the case may be, and (B) the date as of which it is expected that holders of Common Stock of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such officers' certificate shall be delivered in In the case of any action covered by clause (i) or (ii) above, such notice shall be mailed at least 15 business 10 days prior to the record date for determining holders of Common Stock for purposes of receiving such payment or offer. In the case of any action covered by clause (iii), and(iv), in any other case(v), (vi) or (vii), such notice: shall be mailed at least 15 business 30 days prior to the date upon which such action takes place or commences, as the case may be, and 15 business 20 days prior to any record date to determine holders of Common Stock entitled to receive any such securities or other property; and such notice shall provide full particulars regarding such action.

Extraordinary Corporate Events. If and whenever In case the Company subsequent to after the date hereof shall propose to (i) pay any dividend payable in stock to the holders of shares of Common Stock Shares or to make any other distribution Distribution to the holders of shares of Common Stock (other than as a regularly scheduled cash dividend)Shares, (ii) offer to the holders of shares of Common Stock Shares rights to subscribe for or purchase any additional shares of any class of stock or any other rights or options, options or (iii) effect any reclassification of the Common Stock or other shares of the Company Shares (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock as provided in Section 3(a)Shares), (iv) engage in or any capital reorganization or recapitalization or any consolidation or mergermerger (other than a merger in which no distribution of securities or other property is to be made to holders of shares of Common Shares), (v) consummate or any sale, transfer or other disposition of its property, assets and business as an entirety or substantially as an entirety, (vi) effect any other transaction which requires an adjustment to the Exercise Price (or to the number or kind of securities or other property deliverable upon the exercise of this Warrant), or (vii) commence or effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall deliver mail to the Holder an officers' certificate giving holder of this Warrant notice of such proposed action, specifying (A) which shall specify the date on which the stock transfer books of the Company shall close, or a record shall be taken, for determining the holders of Common Stock Shares entitled to receive such dividend stock dividends or other distribution Distribution or such rights or options, or the date on which such reclassification, reorganization, recapitalization, consolidation, merger, sale, transfer, other disposition, transaction, liquidation, dissolution or winding up shall take place or commence, as the case may be, and (B) the date as of which it is expected that holders of Common Stock Shares of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such officers' certificate notice shall be delivered mailed in the case of any action covered by clause (i) or (ii) above, above at least 15 business fifteen (15) days prior to the record date for determining holders of Common Stock Shares for purposes of receiving such payment or offer, and, or in the case of any other case, action covered by clause (iii) above at least 15 business thirty (30) days prior to the date upon which such action takes place and 15 business twenty (20) days prior to any record date to determine holders of Common Stock Shares entitled to receive such securities or other property.

Extraordinary Corporate Events. If and whenever In case the Company subsequent to after the ------------------------------ date hereof shall propose to to: (i) pay any dividend payable in stock to the holders of shares of Common Stock Shares or to make any other distribution to the holders of shares of Common Stock (other than as a regularly scheduled cash dividend), Shares; (ii) offer to the holders of shares of Common Stock Shares rights to subscribe for or purchase any additional shares of any class of stock or any other rights or options, options or (iii) effect any reclassification of the Common Stock or other shares of the Company Shares (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock as provided in Section 3(a)), (ivShares) engage in or any capital reorganization or recapitalization or any consolidation or mergermerger (other than a merger in which no distribution of securities or other property is to be made to holders of Shares), (v) consummate or any sale, transfer or other disposition of its property, assets and business as an entirety or substantially as an entirety, (vi) effect any other transaction which requires an adjustment to the Exercise Price (or to the number or kind of securities or other property deliverable upon the exercise of this Warrant), or (vii) commence or effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall deliver give to the Holder an officers' certificate giving Director notice of such proposed action, specifying (A) which shall specify the date on which the stock transfer books of the Company shall close, or a record shall be taken, for determining ----------- the holders of Common Stock Shares entitled to receive such dividend stock dividends or other distribution or such rights or options, or the date on which such reclassification, reorganization, recapitalization, consolidation, merger, sale, transfer, other disposition, transaction, liquidation, dissolution or winding up shall take place or commence, as the case may be, and (B) the date as of which it is expected that holders of Common Stock Shares of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such officers' certificate Notice shall be delivered given in the case of any action covered by clause (i) or (ii) above, above at least 15 business ten (10) days prior to the record date for determining holders of Common Stock Shares for purposes of receiving such payment or offer, and, or in the case of any other case, action covered by clause (iii) above at least 15 business days prior to the date upon which such action takes place and 15 business thirty (30) days prior to any record date to determine holders of Common Stock Shares entitled to receive such securities or other property; provided, however, that if Director is attending the meeting at which ----------------- any such action is approved or taken, the notice prescribed by the preceding sentence shall have been deemed to have been made and no further notice shall be required hereunder. Failure to file any certificate or notice or to give any notice, or any defect in any certificate or notice pursuant to this Section l(a) shall not affect the legality or validity of the adjustment of the Share Exercise Price or the number of Shares purchasable upon exercise of the Option, or any transaction giving rise thereto.

Extraordinary Corporate Events. If and whenever the Company subsequent to the date hereof shall propose to (i) pay any dividend to the holders of shares of Common Stock or to make any other distribution to the holders of shares of Common Stock (other than as a regularly scheduled including, without limitation, any cash dividend), (ii) offer to the holders of shares of Common Stock rights to subscribe for or purchase any additional shares Shares of any class of stock or any other rights or options, (iii) effect any reclassification of the Common Stock or other shares of the Company (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock as provided in Section 3(a)Stock), (iv) engage in any reorganization or recapitalization or any consolidation or mergermerger (other than a merger in which no distribution of securities or other property is to be made to holders of Common Stock), (v) consummate any sale, transfer or other disposition of its property, assets and business as an entirety or substantially as an entirety, (vi) effect any other transaction which requires is reasonably likely to require an adjustment to the Exercise Price (or to the number or kind of securities or other property deliverable upon the exercise of this Warrantthe Warrants), including, without limitation, any transaction of the kind described in Section 4.2(i) or (vii) commence or effect the liquidation, dissolution or winding up of the Company, then, in each such casecase (any of the foregoing, an “Extraordinary Corporate Event”), the Company shall deliver to the Holder Holders an officers' certificate Officers’ Certificate giving notice of such proposed action, specifying (A) the date on which the stock transfer books of the Company shall close, or a record shall be taken, for determining the holders of Common Stock entitled to receive such dividend or other distribution or such rights or options, or the date on which such reclassification, reorganization, recapitalization, consolidation, merger, sale, transfer, other disposition, transaction, liquidation, dissolution or winding up shall is expected to take place or commence, as the case may be, and (B) the date as of which it is expected that holders of Common Stock of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such officers' certificate Officers’ Certificate shall be delivered in the case of any action covered by clause (i) or (ii) above, at least 15 business ten (10) days prior to the record date for determining holders of Common Stock for purposes of receiving such payment or offer, and, in any other case, at least 15 business days prior to the date upon which such action takes place and 15 business ten (10) days prior to any record date to determine holders of Common Stock entitled to receive such securities or other property.

Extraordinary Corporate Events. If and whenever the Company subsequent to the date hereof shall propose to (i) pay any dividend to the holders of shares of Common Stock or to make any other distribution to the holders of shares of Common Stock (other than as a regularly scheduled including, without limitation, any cash dividend), (ii) offer to the holders of shares of Common Stock rights to subscribe for or purchase any additional shares of any class of stock or any other rights or options, (iii) effect any reclassification of the Common Stock or other shares of the Company (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock as provided in Section 3(a)Stock), (iv) engage in any reorganization or recapitalization or any consolidation or mergermerger (other than a merger in which no distribution of securities or other property is to be made to holders of shares of Common Stock), (v) consummate any sale, transfer or other disposition of its property, assets and business or the property, assets and business of any subsidiary of the Company as an entirety or substantially as an entirety, or (vi) effect any other transaction which requires an adjustment to the Exercise Price (or to the number or kind of securities or other property deliverable upon the exercise of this Warrant), or (vii) commence or effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall deliver to the Holder holder of this Warrant an officers' officer's certificate giving notice of such proposed action, specifying (A) the date on which the stock transfer books of the Company shall close, or a record shall be taken, for determining the holders of Common Stock entitled to receive such dividend or other distribution or such rights or options, or the date on which such reclassification, reorganization, recapitalization, consolidation, merger, sale, transfer, other disposition, transaction, liquidation, dissolution or winding up shall take place or commence, as the case may be, and (B) the date as of which it is expected that holders of Common Stock of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such officers' officer's certificate shall be delivered in the case of any action covered by clause (i) or (ii) above, at least 15 business 20 days prior to the record date for determining holders of Common Stock for purposes of receiving such payment or offer, and, in any other case, at least 15 business 20 days prior to the date upon which such action takes place and 15 business 20 days prior to any record date to determine holders of Common Stock entitled to receive such securities or other property.

Extraordinary Corporate Events. If and whenever the Company subsequent to the date hereof shall propose to (i) pay any dividend to the holders of shares of Common Stock or to make any other distribution to the holders of shares of Common Stock (other than as a regularly scheduled including, without limitation, any cash dividend), (ii) offer to the holders of shares of Common Stock rights to subscribe for or purchase any additional shares of any class of stock or any other rights or options, options or (iii) effect any reclassification of the Common Stock (other than a reclassification involving merely the subdivision or other shares combination of the Company Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock as provided in Section 3(a)Stock), (iv) engage in any reorganization or recapitalization or any consolidation or mergermerger (other than a merger in which no distribution of securities or other property is to be made to holder of shares of Common Stock), (v) consummate any sale, transfer or other disposition of its property, assets and business as an entirety or substantially as an entirety, (vi) effect any other transaction which requires might require an adjustment to the Exercise Price (or to the number or kind of securities or other property deliverable upon the exercise of this Warrant), including, without limitation, any transaction of the kind described in Section 6.2(g) or (vii) commence or effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall deliver to the Holder holder of this Warrant an officers' officer's certificate giving notice of such proposed action, specifying (A) the date on which the stock transfer books of the Company shall close, or a record shall be taken, for determining the holders of Common Stock entitled to receive such dividend or other distribution or such rights or options, or the date on which such reclassification, reorganization, recapitalization, consolidation, merger, sale, transfer, other disposition, transaction, liquidation, dissolution or winding up shall take place or commence, as the case may be, and (B) the date as of which it is expected that holders of Common Stock of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such officers' officer's certificate shall be delivered in the case of any action covered by clause (i) or (ii) above, at least 15 business 20 days prior to the record date for determining holders of Common Stock for purposes of receiving such payment or offer, and, in any other case, at least 15 business 20 days prior to the date upon which such action takes place and 15 business 20 days prior to any record date to determine holders of Common Stock entitled to receive such securities or other property.

Extraordinary Corporate Events. If and whenever In case the Company subsequent to after the date hereof shall propose to (i) pay any dividend payable in stock to the holders of shares of Common Stock or to make any other distribution Distribution to the holders of shares of Common Stock (other than as a regularly scheduled cash dividend)Stock, (ii) offer to the holders of shares of Common Stock rights to subscribe for or purchase any additional shares of any class of stock or any other rights or options, options or (iii) effect any reclassification of the Common Stock or other shares of the Company (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock as provided in Section 3(a)Stock), (iv) engage in or any capital reorganization or recapitalization or any consolidation or mergermerger (other than a merger in which no distribution of securities or other property is to be made to holders of shares of Common Stock), (v) consummate or any sale, transfer or other disposition of its property, assets and business as an entirety or substantially as an entirety, (vi) effect any other transaction which requires an adjustment to the Exercise Price (or to the number or kind of securities or other property deliverable upon the exercise of this Warrant), or (vii) commence or effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall deliver mail to the Holder an officers' certificate giving holder of this Warrant notice of such proposed action, specifying (A) which shall specify the date on which the stock transfer books of the Company shall close, or a record shall be taken, for determining the holders of Common Stock entitled to receive such dividend stock dividends or other distribution Distribution or such rights or options, or the date on which such reclassification, reorganization, recapitalization, consolidation, merger, sale, transfer, other disposition, transaction, liquidation, dissolution or winding up shall take place or commence, as the case may be, and (B) the date as of which it is expected that holders of Common Stock of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such officers' certificate notice shall be delivered mailed in the case of any action covered by clause (i) or (ii) above, above at least 15 business 10 days prior to the record date for determining holders of Common Stock for purposes of receiving such payment or offer, and, or in the case of any other case, action covered by clause (iii) above at least 15 business 30 days prior to the date upon which such action takes place and 15 business 20 days prior to any record date to determine holders of Common Stock entitled to receive such securities or other property.

Extraordinary Corporate Events. If and whenever In the event that the Company subsequent to after the date hereof shall propose to (i) pay any dividend payable in stock to the holders of shares of Common Stock or to make any other distribution to the holders of shares of Common Stock (other than as a regularly scheduled cash stock split effected by means of a Common Stock dividend), (ii) offer to the holders of shares of Common Stock rights to subscribe for or purchase any additional shares of any class of stock or any other rights or options, options or (iii) effect any reclassification of the Common Stock or other shares of the Company (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock as provided in Section 3(a)), (ivStock) engage in or any capital reorganization or recapitalization or any consolidation or mergermerger (other than a merger in which no distribution of securities or other property is to be made to holders of shares of Common Stock), (v) consummate or any sale, transfer or other disposition of its property, assets and business as an entirety all or substantially as an entirety, (vi) effect any other transaction which requires an adjustment to the Exercise Price (or to the number or kind all of securities or other property deliverable upon the exercise of this Warrant)its assets, or (vii) commence or effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall deliver mail to the Registered Holder an officers' certificate giving notice of such proposed action, specifying (A) which shall specify the date on which the stock transfer books of the Company shall close, or a record shall be taken, for determining the holders of Common Stock entitled to receive such dividend stock dividends or other distribution or such rights or options, or the date on which such reclassification, reorganization, recapitalization, consolidation, merger, sale, transfer, other disposition, transaction, liquidation, dissolution or winding up shall take place or commence, as the case may be, and (B) the date as of which it is expected that holders of Common Stock of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such officers' certificate notice shall be delivered mailed in the case of any action covered by clause (i) or (ii) above, above at least 15 business 10 days prior to the record date for determining holders of Common Stock for purposes of receiving such payment or offer, and, or in the case of any other case, action covered by clause (iii) above at least 15 business 30 days prior to the date upon which such action takes place and 15 business 20 days prior to any record date to determine holders of Common Stock entitled to receive such securities or other property.

Extraordinary Corporate Events. If and whenever the Company subsequent at any time and from time to time after the date hereof shall propose to (i) pay any dividend payable in stock to the holders of shares of Common Stock or to make any other distribution to the holders of shares of Common Stock (other than as a regularly scheduled cash dividend)Stock, (ii) offer to the holders of shares of Common Stock rights to subscribe for or purchase any additional shares of any class of stock or any other rights or options, options or (iii) effect any reclassification of the Common Stock or other shares of the Company (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock as provided in Section 3(a)Stock), (iv) engage in or any reorganization or recapitalization or any consolidation or mergermerger (other than a merger in which no distribution of securities or other property is to be made to holders of shares of Common Stock), (v) consummate or any sale, transfer or other disposition of its property, assets and business as an entirety or substantially as an entirety, (vi) effect any other transaction which requires an adjustment to the Exercise Price (or to the number or kind of securities or other property deliverable upon the exercise of this Warrant), or (vii) commence or effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall deliver mail to the Holder an officers' holder of this Warrant a certificate giving notice of such proposed action, specifying (A) the date on which the stock transfer books of the Company shall close, or a record shall be taken, for determining the holders of Common Stock entitled to receive such dividend stock dividends or other distribution or such rights or options, or the date on which such reclassification, reorganization, recapitalization, consolidation, merger, sale, transfer, other disposition, transaction, liquidation, dissolution or winding up shall take place or commence, as the case may be, and (B) the date as of which it is expected that holders of Common Stock of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such officers' certificate shall be delivered in the case of any action covered by clause (i) or (ii) above, at least 15 business days prior to the record date for determining holders of Common Stock for purposes of receiving such payment or offer, and, in any other case, at least 15 business days prior to the date upon which such action takes place and 15 business days prior to any record date to determine holders of Common Stock entitled to receive such securities or other property.

Extraordinary Corporate Events. If and whenever In case the Company subsequent to after the date hereof shall propose to (i) pay any dividend payable in stock to the holders of shares of Common Stock or to make any other distribution Distribution to the holders of shares of Common Stock (other than as a regularly scheduled cash dividend)Stock, (ii) offer to the holders of shares of Common Stock rights to subscribe for or purchase any additional shares of any class of stock or any other rights or options, options or (iii) effect any reclassification of the Common Stock or other shares of the Company (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock as provided in Section 3(a)Stock), (iv) engage in or any capital reorganization or recapitalization or any consolidation or mergermerger (other than a merger in which no distribution of securities or other property is to be made to holders of shares of Common Stock), (v) consummate or any sale, transfer or other disposition of its property, assets and business as an entirety or substantially as an entirety, (vi) effect any other transaction which requires an adjustment to the Exercise Price (or to the number or kind of securities or other property deliverable upon the exercise of this Warrant), or (vii) commence or effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall deliver mail to the Holder an officers' certificate giving holder of this Warrant notice of such proposed action, specifying (A) which shall specify the date on which the stock transfer books of the Company shall close, or a record shall be taken, for determining the holders of Common Stock entitled to receive such dividend stock dividends or other distribution Distribution or such rights or options, or the date on which such reclassification, reorganization, recapitalization, consolidation, merger, sale, transfer, other disposition, transaction, liquidation, dissolution or winding up shall take place or commence, as the case may be, and (B) the date as of which it is expected that holders of Common Stock of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such officers' certificate notice shall be delivered mailed in the case of any action covered by clause (i) or (ii) above, above at least 15 business fifteen (15) days prior to the record date for determining holders of Common Stock for purposes of receiving such payment or offer, and, or in the case of any other case, action covered by clause (iii) above at least 15 business thirty (30) days prior to the date upon which such action takes place and 15 business twenty (20) days prior to any record date to determine holders of Common Stock entitled to receive such securities or other property.

Extraordinary Corporate Events. If and whenever the Company subsequent to In case Newco after the date hereof shall propose to (i) pay distribute any dividend (whether stock or cash or otherwise) to the holders of shares of Common Stock or to make any other distribution to the holders of shares of Common Stock (other than as a regularly scheduled cash dividend)Stock, (ii) offer to the holders of shares of Common Stock rights to subscribe for or purchase any additional shares of any class of stock or any other rights or options, or (iii) effect any reclassification of the Common Stock or other shares of the Company (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock as provided in Section 3(a)Stock), (iv) engage in any reorganization or recapitalization or capital reorganization, any consolidation or mergermerger (other than a merger in which no distribution of securities or other property is to be made to holders of shares of Common Stock), (v) consummate any sale, transfer or other disposition of all or substantially all of its property, assets and business as an entirety or substantially as an entirety, (vi) effect any other transaction which requires an adjustment to the Exercise Price (or to the number or kind of securities or other property deliverable upon the exercise of this Warrant)business, or (vii) commence or effect the liquidation, dissolution or winding up of the CompanyNewco, then, in each such case, the Company shall deliver mail to the Holder an officers' certificate giving each Optionholder notice of such proposed action, specifying (A) which notice shall specify the date on which (a) the stock transfer books of the Company Newco shall close, or (b) a record shall be taken, taken for determining the holders of Common Stock entitled to receive such dividend stock dividends or other distribution or such rights or options, or the date on which (c) such reclassification, reorganization, recapitalization, consolidation, merger, sale, transfer, other disposition, transaction, liquidation, dissolution or winding up shall take place or commence, as the case may be, and (B) the date date, if any, as of which it is expected that holders of record of Common Stock of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such officers' certificate notice shall be delivered mailed in the case of any action covered by clause (i) or (ii) above, above at least 15 business 10 days prior to the record date for determining holders of Common Stock for purposes of receiving such payment or offer, and, or in the case of any other case, action covered by clause (iii) above at least 15 business 30 days prior to the date upon which such action takes place and 15 business 20 days prior to any record date to determine holders of Common Stock entitled to receive such securities or other property.. (c)

Extraordinary Corporate Events. If and whenever In case the Company subsequent to after the date hereof shall propose to (i) pay any dividend payable in stock to the holders of shares of Common Stock or Convertible Common Stock or to make any other distribution to the holders of shares of Common Stock (or Convertible Common Stock, other than as a regularly scheduled cash dividend)the 8% stock dividend required under the Articles of Incorporation, (ii) offer to the holders of shares of Common Stock rights to subscribe for make a Rights Offering, or purchase any additional shares of any class of stock or any other rights or options, (iii) effect any reclassification of the Common Stock or other shares of the Company Convertible Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock as provided in Section 3(a)or Convertible Common Stock), (iv) engage in or any capital reorganization or recapitalization or any consolidation or merger, merger (vother than a merger in which no distribution of securities or other property is to be made to holders of shares of Common Stock or Convertible Common Stock) consummate ("Reorganization") or any sale, transfer or other disposition of its property, assets and business as an entirety or substantially as an entirety, entirety (vi) effect any other transaction which requires an adjustment to the Exercise Price (or to the number or kind of securities or other property deliverable upon the exercise of this Warrant"Sale"), or (vii) commence or effect the liquidation, dissolution or winding up ("Liquidation") of the Company, then, in each such case, the Company shall deliver mail to the Holder an officers' certificate giving holder of this Warrant notice of such proposed action, specifying which shall specify (Ax) the date on which the stock transfer books of the Company shall close, or a record shall be taken, for determining the holders of Common Stock or Convertible Common Stock entitled to receive such dividend stock dividends or other distribution or such rights or options, or (y) the date on which such reclassification, reorganizationReorganization, recapitalizationSale, consolidation, merger, sale, transfer, other disposition, transaction, liquidation, dissolution or winding up Liquidation shall take place or commence, as the case may be, and (Bz) the date as of which it is expected that holders of Common Stock or Convertible Common Stock of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such officers' certificate notice shall be delivered mailed, in the case of any action covered by clause (i) or (ii) above, at least 15 business 10 days prior to the record date for determining holders of Common Stock or Convertible Common Stock for purposes of receiving such payment or offer, and, or in the case of any other case, at least 15 business days prior to the date upon which such action takes place and 15 business days prior to any record date to determine holders of Common Stock entitled to receive such securities or other property.covered by

Extraordinary Corporate Events. If and whenever the Company subsequent at any time and from time to time after the date hereof shall propose to (i) pay any dividend payable in stock to the holders of shares of Common Stock or to make any other distribution to the holders of shares of Common Stock (other than as a regularly scheduled cash dividend)Stock, (ii) offer to the holders of shares of Common Stock rights to subscribe for or purchase any additional shares of any class of stock or any other rights or options, options or (iii) effect any reclassification of the Common Stock or other shares of the Company (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock as provided in Section 3(a)Stock), (iv) engage in or any reorganization or recapitalization or any consolidation or mergermerger (other than a merger in which no distribution of securities or other property is to be made to holders of shares of Common Stock), (v) consummate or any sale, transfer or other disposition of its property, assets and business as an entirety or substantially as an entirety, (vi) effect any other transaction which requires an adjustment to the Exercise Price (or to the number or kind of securities or other property deliverable upon the exercise of this Warrant), or (vii) commence or effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall deliver mail to the Holder holder of this Warrant an officersOfficers' certificate Certificate giving notice of such proposed action, specifying (A) the date on which the stock transfer books of the Company shall close, or a record shall be taken, for determining the holders of Common Stock entitled to receive such dividend stock dividends or other distribution or such rights or options, or the date on which such reclassification, reorganization, recapitalization, consolidation, merger, sale, transfer, other disposition, transaction, liquidation, dissolution or winding up shall take place or commence, as the case may be, and (B) the date as of which it is expected that holders of Common Stock of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such officersOfficers' certificate Certificate shall be delivered mailed in the case of any action covered by clause (i) or (ii) above, above at least 15 business 20 days prior to the record date for determining holders of Common Stock for purposes of receiving such payment or offer, and, or in the case of any other case, action covered by clause (iii) above at least 15 business 20 days prior to the date upon which such action takes place and 15 business 10 days prior 17 18 to any record date to determine holders of Common Stock entitled to receive such securities or other property.

Extraordinary Corporate Events. If and whenever In case the Company subsequent to after the date hereof shall propose to (i) pay any dividend payable in stock to the holders of shares of Common Stock or to make any other distribution Distribution to the holders of shares of Common Stock (other than as a regularly scheduled cash dividend)Stock, (ii) offer to the holders of shares of Common Stock rights to subscribe for or purchase any additional shares of any class of stock or any other rights or options, options or (iii) effect any reclassification of the Common Stock or other shares of the Company (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock as provided in Section 3(a)Stock), (iv) engage in or any capital reorganization or recapitalization or any consolidation or mergermerger (other than a merger in which no distribution of securities or other property is to be made to holders of shares of Common Stock), (v) consummate or any sale, transfer or other disposition of its property, assets and business as an entirety or substantially as an entirety, (vi) effect any other transaction which requires an adjustment to the Exercise Price (or to the number or kind of securities or other property deliverable upon the exercise of this Warrant), or (vii) commence or effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall deliver mail to the Holder an officers' certificate giving holder of this Warrant notice of such proposed action, specifying (A) which shall specify the date on which the stock transfer books of the Company shall close, or a record shall be taken, for determining the holders of Common Stock entitled to receive such dividend stock dividends or other distribution Distribution or such rights or options, or the date on which such reclassification, reorganization, recapitalization, consolidation, merger, sale, transfer, other disposition, transaction, liquidation, dissolution or winding up shall take place or commence, as the case may be, and (B) the date as of which it is expected that holders of Common Stock of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such officers' certificate notice shall be delivered mailed in the case of any action covered by clause (i) or (ii) above, above at least 15 business 10 days prior to the record date for determining holders of Common Stock for purposes of receiving such payment or offer, and, or in the case of any other case, action covered by clause (iii) above at least 15 business thirty (30) days prior to the date upon which such action takes place and 15 business ten (10) days prior to any record date to determine holders of Common Stock entitled to receive such securities or other property.

Extraordinary Corporate Events. If and whenever In case the Company subsequent to after the date hereof shall propose to (i) pay distribute any dividend (whether stock or cash or otherwise) to the holders of shares of Common Stock or to make any other distribution to the holders of shares of Common Stock (other than as a regularly scheduled cash dividend)Stock, (ii) offer to the holders of shares of Common Stock rights to subscribe for or purchase any additional shares of any class of stock or any other rights or options, or (iii) effect any reclassification of the Common Stock or other shares of the Company (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock as provided in Section 3(a)Stock), (iv) engage in any reorganization or recapitalization or capital reorganization, any consolidation or mergermerger (other than a merger in which no distribution of Securities or other property is to be made to holders of shares of Common Stock), (v) consummate any sale, transfer or other disposition of all or substantially all of its property, assets and business as an entirety or substantially as an entirety, (vi) effect any other transaction which requires an adjustment to the Exercise Price (or to the number or kind of securities or other property deliverable upon the exercise of this Warrant)business, or (vii) commence or effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall deliver mail to the Holder an officers' certificate giving each Warrantholder notice of such proposed action, specifying (A) which notice shall specify the date on which (a) the stock transfer books of the Company shall close, or (b) a record shall be taken, taken for determining the holders of Common Stock entitled to receive such dividend stock dividends or other distribution or such rights or options, or the date on which (c) such reclassification, reorganization, recapitalization, consolidation, merger, sale, transfer, other disposition, transaction, liquidation, dissolution or winding up shall take place or commence, as the case may be, and (B) the date date, if any, as of to which it is expected that holders of record or Common Stock of record shall be entitled to receive securities Securities or other property deliverable upon such action, if any such date is to be fixed. Such officers' certificate notice shall be delivered mailed in the case of any action covered by clause (i1) or (ii) above, above at least 15 business ten (10) days prior to the record date for determining holders of Common Stock for purposes of receiving such payment or offer, and, or in the case of any other case, action covered by clause (iii) above at least 15 business thirty (30) days prior to the date upon which such action takes place and 15 business twenty (20) days prior to any record date to determine holders of Common Stock entitled to receive such securities Securities or other property.

Extraordinary Corporate Events. If and whenever the Company subsequent to the date hereof shall propose to In case at any time while this Warrant is Outstanding, (i) the Company proposes to pay any dividend payable in stock to the holders of shares of Common Stock or to make any other distribution to the holders of shares of Common Stock (other than as a regularly scheduled cash dividend), Stock; (ii) the Company proposes to offer to the holders of shares of Common Stock rights to subscribe for or purchase any additional shares of any class of stock or any other rights or options, ; (iii) the Company proposes to effect any reclassification of the Common Stock or other shares of the Company (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock as provided in Section 3(aStock)), ; (iv) engage in the Company proposes to effect any reorganization or recapitalization or any capital reorganization, consolidation or merger, ; (v) consummate the Company proposes to effect any sale, transfer or other disposition of its property, assets and business as an entirety or substantially as an entirety, ; (vi) effect any other transaction which requires an adjustment the Company proposes to the Exercise Price (or to the number or kind of securities or other property deliverable upon the exercise of this Warrant), or (vii) commence or effect the liquidation, dissolution or winding up of the Company; or (vii) the Company proposes to issue to any person or persons any options or other rights to subscribe for or to purchase shares of Common Stock or any Convertible Securities which would cause such acquiror or acquirors, collectively, to own, and/or to have the right to obtain ownership, upon exercise of such options or other rights or upon conversion or exchange of such Convertible Securities, of an aggregate of 50% or more of the then Fully Diluted Outstanding shares of Common Stock of the Company; or (viii) any action or transaction giving rise to a Put Right is proposed to occur, then, in each such case, the Company shall deliver mail to the Holder an officers' certificate giving of this Warrant notice of such proposed action, specifying (A) which shall specify the date on which the stock transfer books of the Company shall close, or a record shall be taken, for determining the holders of Common Stock entitled to receive such dividend stock dividends or other distribution or such rights or options, or the date on which such reclassification, reorganization, recapitalization, consolidation, merger, sale, transfer, other disposition, transaction, liquidation, dissolution dissolution, winding up, issuance, sale or winding up other transfer or action shall take place or commence, as the case may be, and (B) the date as of which it is expected that holders of Common Stock of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such officers' certificate shall be delivered in In the case of any action covered by clause (i) or (ii) above, such notice shall be mailed at least 15 business 10 days prior to the record date for determining holders of Common Stock for purposes of receiving such payment or offer. In the case of any action covered by clause (iii), and(iv), in any other case(v), (vi) or (vii), such notice: shall be mailed at least 15 business 30 days prior to the date upon which such action takes place or commences, as the case may be, and 15 business 20 days prior to any record date to determine holders of Common Stock entitled to receive any such securities or other property; and such notice shall provide full particulars regarding such action.