Common use of In case Clause in Contracts

In case. (A) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the conversion of this Debenture) for the purpose of entitling or enabling them to receive any dividend (other than a cash or stock dividend at the same rate as the rate of the last cash or stock dividend theretofore paid) or other distribution, or to exercise any preemptive right pursuant to the Company's charter, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or (B) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; or (C) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then, and in each such case, the Company will mail or cause to be mailed to the Holder of this Debenture a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up is to take place, and the times, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Debenture) shall be entitled to exchange their shares of Common Stock of any class (or such other stock or securities) for reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up or (iii) the amount and character of the stock or other securities proposed to be issued or granted, the date of such proposed issuance or grant and the persons or class of persons to whom such stock or other securities are to be offered, issued or granted. Such notice shall be mailed at least thirty (30) days prior to the date therein specified.

In case. (Ai) the Company shall take a record of the holders of its Common Stock Shares (or other stock or securities at the time deliverable receivable upon the conversion exercise of this DebentureWarrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash or stock dividend at the same rate as the rate of the last cash or stock dividend theretofore paid) or other distribution, or to exercise any preemptive right pursuant to the Company's charter, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or; (Bii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporationentity, or any conveyance of all or substantially all of the assets of the Company to another corporationentity; (iii) of any dissolution, liquidation or winding-up of the Company; (iv) of any redemption or conversion of any or all outstanding Shares; or (Cv) of the voluntary or involuntary dissolution, liquidation or winding up filing of any registration statement with the CompanyU.S. Securities and Exchange Commission (the “SEC”); then, and in each such case, the Company will mail or cause to be mailed to the Holder of this Debenture a notice specifying, as the case may be, (iA) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (iiB) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation liquidation, winding-up, redemption or winding up conversion is to take place, and the timestime, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Debenture) Shares shall be entitled to exchange their shares of Common Stock of any class (Shares for securities or other property deliverable upon such other stock or securities) for reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up winding-up, or (iiiC) the amount and character of anticipated date on which the stock or other securities proposed Company expects its first registration statement with the SEC to be issued or granted, the date of such proposed issuance or grant and the persons or class of persons to whom such stock or other securities are to be offered, issued or grantedbecome effective. Such notice shall be mailed at least thirty fifteen (3015) days prior to the date therein specified.

In case. (Aa) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the conversion of this Debenture) for the purpose of entitling or enabling them to receive a dividend or any dividend (other than a cash or stock dividend at the same rate as the rate distribution in respect of the last cash or stock dividend theretofore paid) or other distributionCommon Stock (including cash), or to exercise any preemptive right pursuant to without limitation, any spin-off, split-off or distribution of the Company's charter, or to receive any right assets; or (b) the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other rightrights; or (Bc) of any capital classification, reclassification or other reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporationCompany; or (Cd) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then, and in each any such case, the Company will shall mail or cause to be mailed to the Holder of this Debenture Holder, at least twenty (20) days prior thereto, a notice specifying, as stating the case may be, (i) the date or expected date on which a record is to be taken for the purpose of such dividend, dividend or distribution or right, and stating the amount and character of such dividend, distribution or rightrights, or (ii) the date on which such reorganizationclassification, reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation liquidation, or winding up is to take place, and as the timescase may be. Such notice shall also specify the date or expected date, if any is to be fixed, as of which the holders of record of Common Stock (of record shall be entitled to participate in said dividend on distribution of rights, or such other stock or securities at the time deliverable upon the exercise of this Debenture) shall be entitled to exchange their shares of Common Stock of any class (stock for securities or other property deliverable upon such other stock or securities) for classification, reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation liquidation, or winding up up, as the case may be. The failure to give such notice shall not affect the validity of any such proceeding or (iii) transaction and shall not affect the amount and character right of the stock holder of this Warrant to participate in said dividend, distribution of rights, or any such exchange and acquire the kind and amount of cash, securities or other securities proposed property as the Holder would have been entitled to acquire if it was the record holder of the Warrant Shares which could be issued obtained upon the exercise of the Warrants immediately before such proceeding or granted, transaction; provided that the date of Holder exercises the Warrants within 30 days after discovery that such proposed issuance action or grant and the persons or class of persons to whom such stock or other securities are to be offered, issued or granted. Such notice shall be mailed at least thirty (30) days prior to the date therein specifiedproceeding has taken place.

In case. (Ai) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the conversion of this Debenture) for the purpose of entitling or enabling them to receive a dividend or any dividend (other than a cash or stock dividend at the same rate as the rate distribution in respect of the last cash Common Stock (including cash) pursuant to, without limitation, any spin-off, split-off or stock dividend theretofore paid) or other distribution, or to exercise any preemptive right pursuant to distribution of the Company's charter, or to receive any right assets; or (ii) the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other rightrights; or (Biii) of any capital a classification, reclassification or other reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation, corporation or any conveyance of all or substantially all of the assets of the Company to another corporationCompany; or (Civ) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; , then, and in each any such case, the Company will shall mail or cause to be mailed to the Holder of this Debenture Warrant at the Holder's address shown in the Company's Warrant Registry a notice specifying, as the case may be, (i) stating the date or expected date (the "Record Date") on which a record is to be taken for the purpose of such dividend, distribution or rightrights, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganizationclassification, reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation or winding up is to take place, and as the timescase may be. Such notice shall then specify the date or expected date, if any is to be fixed, as of which the holders of record of Common Stock (of record shall be entitled to participate in said dividend, distribution or such other stock rights, or securities at the time deliverable upon the exercise of this Debenture) shall be entitled to exchange their shares of Common Stock of any class (for securities or other property deliverable upon such other stock or securities) for reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up or (iii) up, as the amount and character of the stock or other securities proposed to be issued or granted, the date of such proposed issuance or grant and the persons or class of persons to whom such stock or other securities are to be offered, issued or grantedcase may be. Such notice shall be mailed provided at least thirty five (305) business days prior to the date therein specifiedRecord Date.

In case. (A) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the conversion of this Debenture) for the purpose of entitling or enabling them to receive any dividend (other than a cash or stock dividend at the same rate as the rate of the last cash or stock dividend theretofore paid) or other distribution, or to exercise any preemptive right pursuant to the Company's charter, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or (B) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; or (C) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then, and in each such case, the Company will mail or cause to be mailed to the Holder holder of this Debenture a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up is to take place, and the times, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Debenture) shall be entitled to exchange their shares of Common Stock of any class (or such other stock or securities) for reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up or (iii) the amount and character of the stock or other securities proposed to be issued or granted, the date of such proposed issuance or grant and the persons or class of persons to whom such stock or other securities are ar to be offered, issued or granted. Such notice shall be mailed at least thirty (30) days prior to the date therein specified.

In case. (Ai) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable receivable upon the conversion exercise of this DebentureWarrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash or stock dividend at the same rate as the rate of the last cash or stock dividend theretofore paid) or other distribution, or to exercise any preemptive right pursuant to the Company's charter, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or; (Bii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; (iii) of any voluntary dissolution, liquidation or winding-up of the Company; (iv) of any redemption or conversion of all outstanding Preferred Stock or Common Stock; or (Cv) of the voluntary or involuntary dissolution, liquidation or winding up filing of the Company's first registration statement with the U.S. Securities and Exchange Commission (the "SEC"); then, and in each such case, the Company will mail or cause to be mailed to the Holder of this Debenture or Holders a notice specifying, as the case may be, (iA) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (iiB) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation liquidation, winding-up, redemption or winding up conversion is to take place, and the timestime, if any is to be fixed, as of which the holders of record of Preferred Stock or Common Stock (or such other stock or securities at the time deliverable receivable upon the exercise of this DebentureWarrant) shall be entitled to exchange their shares of Preferred Stock or Common Stock of any class (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up winding-up, or (iiiC) the amount and character of anticipated date on which the stock or other securities proposed Company expects its first registration statement with the SEC to be issued or granted, the date of such proposed issuance or grant and the persons or class of persons to whom such stock or other securities are to be offered, issued or grantedbecome effective. Such notice shall be mailed at least thirty fifteen (3015) days prior to the date therein specified.

In case. (Ai) the Company COMPANY shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the conversion of this Debenture) Shares for the purpose of entitling or enabling them to receive a dividend payable otherwise than in cash, or any dividend (other than a cash or stock dividend at the same rate as the rate distribution in respect of the last cash or stock dividend theretofore paid) or other distributionCommon Shares (including cash), pursuant to, without limitation, any spin-off, split-off, or to exercise any preemptive right pursuant to distribution of the CompanyCOMPANY's charter, or to receive any right assets; or (ii) the COMPANY shall take a record of the holders of its Common Shares for the purpose of entitling them to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other rightrights; or (Biii) of any capital classification, reclassification, or other reorganization of the Companyshares which the COMPANY is authorized to issue, any reclassification of the capital stock of the Company, any consolidation or merger of the Company COMPANY with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporationCOMPANY; or (Civ) of the voluntary or involuntary dissolution, liquidation liquidation, or winding up of the CompanyCOMPANY; then, and in each any such case, the Company will COMPANY shall mail or cause to be mailed to the Holder holder of this Debenture a UNIT WARRANT, at least 21 days prior thereto, a notice specifying, as stating the case may be, (i) the date or expected date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or rightdistribution, or (ii) rights, or the date on which such reorganizationclassification, reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation liquidation, or winding up is to take place, and as the timescase may be. Such notice shall also specify the date or expected date, if any is to be fixed, as of which the holders of record of Common Stock (of record shall be entitled to participate in such dividend, distribution, or such other stock rights, or securities at the time deliverable upon the exercise of this Debenture) shall be entitled to exchange their shares of Common Stock of any class (for securities or other property deliverable upon such other stock or securities) for classification, reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation liquidation, or winding up or (iii) up, as the amount and character of the stock or other securities proposed to be issued or granted, the date of such proposed issuance or grant and the persons or class of persons to whom such stock or other securities are to be offered, issued or granted. Such notice shall be mailed at least thirty (30) days prior to the date therein specifiedcase may be.

In case. (Ai) the Company COMPANY shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the conversion of this Debenture) Shares for the purpose of entitling or enabling them to receive a dividend payable otherwise than in cash, or any dividend (other than a cash or stock dividend at the same rate as the rate distribution in respect of the last cash or stock dividend theretofore paid) or other distributionCommon Shares (including cash), pursuant to, without limitation, any spin-off, split-off, or to exercise any preemptive right pursuant to distribution of the CompanyCOMPANY's charter, or to receive any right assets; or (ii) the COMPANY shall take a record of the holders of its Common Shares for the purpose of entitling them to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other rightrights; or (Biii) of any capital classification, reclassification, or other reorganization of the Companyshares which the COMPANY is authorized to issue, any reclassification of the capital stock of the Company, any consolidation or merger of the Company COMPANY with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporationCOMPANY; or (Civ) of the voluntary or involuntary dissolution, liquidation liquidation, or winding up of the CompanyCOMPANY; then, and in each any such case, the Company will COMPANY shall mail or cause to be mailed to the Holder holder of this Debenture a 2002-A WARRANT, at least 21 days prior thereto, a notice specifying, as stating the case may be, (i) the date or expected date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or rightdistribution, or (ii) rights, or the date on which such reorganizationclassification, reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation liquidation, or winding up is to take place, and as the timescase may be. Such notice shall also specify the date or expected date, if any is to be fixed, as of which the holders of record of Common Stock (of record shall be entitled to participate in such dividend, distribution, or such other stock rights, or securities at the time deliverable upon the exercise of this Debenture) shall be entitled to exchange their shares of Common Stock of any class (for securities or other property deliverable upon such other stock or securities) for classification, reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation liquidation, or winding up or (iii) up, as the amount and character of the stock or other securities proposed to be issued or granted, the date of such proposed issuance or grant and the persons or class of persons to whom such stock or other securities are to be offered, issued or granted. Such notice shall be mailed at least thirty (30) days prior to the date therein specifiedcase may be.

In case. (Ai) the Company COMPANY shall take a record of the holders of its common Shares f or the purpose of entitling them to receive a dividend payable otherwise than in cash, or any other distribution in respect of the common Shares (including cash), pursuant to, without limitation, any spin-off, split-off, or distribution of the COMPANY's assets; or (ii) the COMPANY shall take a record of the holders of its Common Stock (Shares f or other stock or securities at the time deliverable upon the conversion of this Debenture) for the purpose of entitling or enabling them to receive any dividend (other than a cash or stock dividend at the same rate as the rate of the last cash or stock dividend theretofore paid) or other distribution, or to exercise any preemptive right pursuant to the Company's charter, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other rightrights; or (Biii) of any capital classification, reclassification, or other reorganization of the Companyshares which the COMPANY is authorized to issue, any reclassification of the capital stock of the Company, any consolidation or merger of the Company COMPANY with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporationCOMPANY; or (Civ) of the voluntary or involuntary dissolution, liquidation liquidation, or winding up of the CompanyCOMPANY; then, and in each any such case, the Company will COMPANY shall mail or cause to be mailed to the Holder holder of this Debenture a WARRANT, at least 21 days prior thereto, a notice specifying, as stating the case may be, (i) the date or expected date on which a record is to be taken for f or the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or rightdistribution, or (ii) rights, or the date on which such reorganizationclassification, reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation liquidation, or winding up is to take place, and as the timescase may be. Such notice shall also specify the date or expected date, if any is to be fixed, as of which the holders of record of Common Stock (of record shall be entitled to participate in such dividend, distribution, or such other stock rights, or securities at the time deliverable upon the exercise of this Debenture) shall be entitled to exchange their shares of Common Stock of any class (for securities or other property deliverable upon such other stock or securities) for classification, reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation liquidation, or winding up or (iii) up, as the amount and character of the stock or other securities proposed to be issued or granted, the date of such proposed issuance or grant and the persons or class of persons to whom such stock or other securities are to be offered, issued or granted. Such notice shall be mailed at least thirty (30) days prior to the date therein specifiedcase may be.

In case. (A1) the Company shall take declare a record dividend (or any other distribution) on shares of Common Stock or any class thereof payable from sources other than its retained earnings (as such term is used in generally accepted accounting principles); or (2) the Company shall authorize the granting to the holders of its shares of Common Stock (or other stock or securities at the time deliverable upon the conversion any class thereof of this Debenture) for the purpose of entitling or enabling them to receive any dividend (other than a cash or stock dividend at the same rate as the rate of the last cash or stock dividend theretofore paid) or other distribution, or to exercise any preemptive right pursuant to the Company's charter, or to receive any right rights to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive of any other right; or (B3) of any capital reorganization of the Company, any reclassification of the capital stock shares of the CompanyCommon Stock or any class thereof (other than a subdivision or combination of outstanding shares of Common Stock or any class thereof), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company with or into another corporationis required, or any conveyance of the sale or transfer of all or substantially all of the assets of the Company to another corporationCompany; or (C4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; thenthen the Company shall cause to be filed with the Warrant Agent, and in each such case, the Company will mail or shall cause to be mailed to the Holder holders of this Debenture the Warrants, at their last addresses as they shall appear upon the Warrant Register, at least 10 days prior to the applicable record date hereinafter specified, a notice specifying, as the case may be, stating (ix) the date on which a record is to be taken for the purpose of such dividend, distribution or rightrights, and stating or, if a record is not to be taken, the amount and character date as of which the holders of Common Stock (or any class thereof) of record to be entitled to such dividend, distribution or rightrights are to be determined, or (iiy) the date on which such reorganization, reclassification, consolidation, merger, conveyancesale, transfer, dissolution, liquidation or winding up is expected to take placebecome effective, and the timesand, if any is to be fixedapplicable, the date as of which the it is expected that holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise any class thereof) of this Debenture) record shall be entitled to exchange their shares of Common Stock of any class for securities or other property (or including cash) deliverable upon such other stock or securities) for reclassification, consolidation, merger, conveyancesale, transfer, dissolution, liquidation or winding up up. Failure to give any such notice, or (iii) any defect therein, shall not affect the amount and character validity of the stock or other securities proposed proceedings referred to be issued or grantedin clauses (1), the date of such proposed issuance or grant (2), (3) and the persons or class of persons to whom such stock or other securities are to be offered, issued or granted. Such notice shall be mailed at least thirty (304) days prior to the date therein specifiedabove.

In case. (Ai) the Company shall take a record of the holders of its Series A Preferred Stock or Common Stock (or other stock or securities at the time deliverable receivable upon the exercise or conversion of this DebentureWarrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash or stock dividend at the same rate as the rate of the last cash or stock dividend theretofore paid) or other distribution, or to exercise any preemptive right pursuant to the Company's charter, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; , or (Bii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; , or (Ciii) of the any voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; . then, and in each such case, the Company will mail or cause to be mailed to the Holder of this Debenture or Holders a notice specifying, as the case may be, (iA) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (iiB) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding winding-up is to take place, and the timestime, if any is to be fixed, as of which the holders of record of Series A Preferred stock or Common Stock (or such other stock or securities at the time deliverable receivable upon the exercise of this DebentureWarrant) shall be entitled to exchange their shares of Series A Preferred Stock or Common Stock of any class (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up or (iii) the amount and character of the stock or other securities proposed to be issued or granted, the date of such proposed issuance or grant and the persons or class of persons to whom such stock or other securities are to be offered, issued or grantedup. Such notice shall be mailed at least thirty fifteen (3015) days prior to the date therein specified.

In case. (Ai) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable receivable upon the conversion exercise of this DebentureWarrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash or stock dividend at the same rate as the rate of the last cash or stock dividend theretofore paid) or other distribution, or to exercise any preemptive right pursuant to the Company's charter, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or; (Bii) of any capital reorganization of the Company, any reclassification of the he capital stock of the Company, any consolidation or merger of the Company with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; (iii) of any voluntary dissolution, liquidation or winding-up of the Company; (iv) of any redemption or conversion of all outstanding Preferred Stock or Common Stock; or (Cv) of the voluntary or involuntary dissolution, liquidation or winding up filing of the Company's first registration statement with the U.S. Securities and Exchange Commission (the "SEC"); then, and in each such case, the Company will mail or cause to be the mailed to the Holder of this Debenture or Holders a notice specifying, as the case may be, (iA) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (iiB) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation liquidation, winding-up, redemption or winding up conversion is to take place, and the timestime, if any is to be fixed, as of which the holders of record of Preferred Stock or Common Stock (or such other stock or securities at the time deliverable receivable upon the exercise of this DebentureWarrant) shall be entitled to exchange their shares of Preferred Stock or Common Stock of any class (or such other stock sock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up winding-up, or (iiiC) the amount and character of anticipated date on which the stock or other securities proposed Company expects its first registration statement with the SEC to be issued or granted, the date of such proposed issuance or grant and the persons or class of persons to whom such stock or other securities are to be offered, issued or grantedbecome effective. Such notice shall be mailed at least thirty fifteen (3015) days prior to the date therein specified.

In case. (Ai) the Company Corporation shall take declare a record dividend (or any other distribution) on its shares of Common Stock payable otherwise than in cash out of its earned surplus; or (ii) the Corporation shall authorize the granting to the holders of its shares of Common Stock (of rights or other stock or securities at the time deliverable upon the conversion of this Debenture) for the purpose of warrants entitling or enabling them to receive any dividend (other than a cash or stock dividend at the same rate as the rate of the last cash or stock dividend theretofore paid) or other distribution, or to exercise any preemptive right pursuant to the Company's charter, or to receive any right to subscribe for or purchase any shares of capital stock of any class or of any other securities, or to receive any other rightrights; or (Biii) of any capital reorganization of the Company, any reclassification of the capital shares of Common Stock (other than a subdivision or combination of its outstanding shares of Common Stock, including by a stock dividend), or of the Company, any consolidation or merger to which the Corporation is a party and for which approval of any stockholders of the Company with or into another corporationCorporation is required, or any conveyance of the sale or transfer of all or substantially all of the assets of the Company to another corporationCorporation; or (Civ) of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyCorporation; then, and in each such case, then the Company will mail or Corporation shall cause to be mailed to the Holder at such Holder's last address as it shall appear in the records of this Debenture the Corporation, at least twenty (20) days (or ten (10) days in any case specified in clause (a) or (b) above) prior to the applicable record date hereinafter specified, a notice specifying, as the case may be, stating (ix) the date on which a record is to be taken for the purpose of such dividend, distribution distribution, rights, or rightwarrants, and stating or, if a record is not to be taken, the amount and character date as of which the holders of Common Stock of record to be entitled to such dividend, distribution distribution, rights, or rightwarrants are to be determined, or (iiy) the date on which such reorganization, reclassification, consolidation, merger, conveyancesale, transfer, dissolution, liquidation liquidation, or winding up is expected to take place, become effective and the times, if any is to be fixed, date as of which the it is expected that holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Debenture) record shall be entitled to exchange their shares of Common Stock of any class (for securities, cash, or other property deliverable upon such other stock or securities) for reclassification, consolidation, merger, conveyancesale, transfer, dissolution, liquidation liquidation, or winding up or (iii) the amount and character of the stock or other securities proposed to be issued or granted, the date of such proposed issuance or grant and the persons or class of persons to whom such stock or other securities are to be offered, issued or grantedup. Such notice shall also state whether such transaction will result in any adjustment in the Conversion Price applicable to this Note and, if so, shall state what the adjusted Conversion Price will be mailed at least thirty (30) days prior and when it will become effective. Neither the failure to give the notice required by this paragraph, nor any defect therein, to any holder of Notes shall affect the sufficiency of the notice required to be given by the Corporation to the date therein specifiedholders of the Common Stock by the General Corporation Law of the State of Delaware or the legality or validity of any such dividend, distribution, right, warrant, reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding-up, or the vote on any action authorizing such with respect to the other holders.

In case. (A) i. the Company shall take a record of the holders of its Common Stock Shares (or other stock or securities at the time deliverable receivable upon the conversion exercise of this DebentureWarrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash or stock dividend at the same rate as the rate of the last cash or stock dividend theretofore paid) or other distribution, or to exercise any preemptive right pursuant to the Company's charter, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or; (B) ii. of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporationentity, or any conveyance of all or substantially all of the assets of the Company to another corporation; orentity; (C) iii. of the voluntary or involuntary any dissolution, liquidation or winding winding-up of the Company; iv. of any redemption or conversion of any or all outstanding Shares; or v. of the filing of any registration statement with the U.S. Securities and Exchange Commission (the "SEC"); then, and in each such case, the Company will mail or cause to be mailed to the Holder of this Debenture a notice specifying, as the case may be, (iA) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (iiB) the date on which such reorganization, reclassification, consolidationcon­solidation, merger, conveyance, dissolution, liquidation liquidation, winding-up, redemption or winding up conversion is to take place, and the timestime, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Debenture) Shares shall be entitled to exchange their shares of Common Stock of any class (Shares for securities or other property deliverable upon such other stock or securities) for reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation liqui­dation or winding up winding-up, or (iiiC) the amount and character of anticipated date on which the stock or other securities proposed Company expects its first registra­tion statement with the SEC to be issued or granted, the date of such proposed issuance or grant and the persons or class of persons to whom such stock or other securities are to be offered, issued or grantedbecome effective. Such notice shall be mailed at least thirty fifteen (3015) days prior to the date therein specified.

In case. (Ai) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable receivable upon the conversion exercise of this DebentureWarrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash or stock dividend at the same rate as the rate of the last cash or stock dividend theretofore paid) or other distribution, or to exercise any preemptive right pursuant to the Company's charter, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; , or (Bii) of any capital reorganization of the Company, any stock split or subdivision, or reverse stock split or combination, or any similar event involving the Common Stock, any reclassification of the capital stock of the Company, any share exchange reorganization, consolidation or merger of the Company with or into another corporation, or any sale, transfer or other conveyance of all or substantially all of the assets or stock of the Company to another corporation; or , or (C) iii of the any voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; , then, and in each such case, the Company will mail deliver or cause to be mailed delivered to the Holder of this Debenture or Holders a notice specifying, as the case may be, (iA) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (iiB) the date on which a record is to be taken for determining stockholders entitled to vote upon such reorganization, reclassification, consolidation, merger, share exchange reorganization, conveyance, dissolution, liquidation or winding winding-up is to take place, and the timestime, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable receivable upon the exercise of this DebentureWarrant) shall be entitled to exchange their shares of Common Stock of any class (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, share exchange reorganization, merger, conveyance, dissolution, liquidation or winding up or (iii) the amount and character of the stock or other securities proposed to be issued or granted, the date of such proposed issuance or grant and the persons or class of persons to whom such stock or other securities are to be offered, issued or grantedwinding-up. Such notice shall be mailed delivered at least thirty twenty (3020) days prior to the date therein specified.

In case. (Ai) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable receivable upon the conversion exercise of this DebentureWarrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash or stock dividend at the same rate as the rate of the last cash or stock dividend theretofore paid) or other distribution, or to exercise any preemptive right pursuant to the Company's charter, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; , or (Bii) of any capital reorganization of the Company, any stock split or subdivision, or reverse stock split or combination, or any similar event involving the Common Stock, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation, or any sale, transfer or other conveyance of all or substantially all of the assets of the Company to another corporation; , or (Ciii) of the any voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; , then, and in each such case, the Company will mail or cause to be mailed or send by facsimile transmission to the Holder of this Debenture or Holders a notice specifying, as the case may be, (iA) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (iiB) the date on which a record is to be taken for determining stockholders entitled to vote upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding winding-up is to take place, and the timestime, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable receivable upon the exercise of this DebentureWarrant) shall be entitled to exchange their shares of Common Stock of any class (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up or (iii) the amount and character of the stock or other securities proposed to be issued or granted, the date of such proposed issuance or grant and the persons or class of persons to whom such stock or other securities are to be offered, issued or grantedwinding-up. Such notice shall be mailed or faxed at least thirty (30) 10 business days prior to the date therein specified.

In case. (Ai) the Company shall take a record of the holders of its Common Stock Shares (or other stock or securities at the time deliverable receivable upon the conversion exercise of this DebentureWarrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash or stock dividend at the same rate as the rate of the last cash or stock dividend theretofore paid) or other distribution, or to exercise any preemptive right pursuant to the Company's charter, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or (Bii) of any capital reorganization of the Company, any reclassification of the capital stock securities of the Company, any public offering of Common Shares, any consolidation or merger of the Company with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; or (Ciii) of the any voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, and in each such case, the Company will mail or cause to be mailed mailed, registered or certified mail, return receipt requested, to the Holder of this Debenture or Holders a notice specifying, as the case may be, (iA) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (iiB) the date on which such reorganization, reclassification, public offering, consolidation, merger, conveyance, dissolution, liquidation or winding winding-up is to take place, and the timestime, if any is to be fixed, as of which the holders of record of Common Stock Shares (or such other stock or securities at the time deliverable receivable upon the exercise of this DebentureWarrant) shall be entitled to exchange their shares of Common Stock of any class Shares (or such other stock or securities) for securities or other property deliverable prior to or upon such reorganization, reclassification, offering, consolidation, merger, conveyance, dissolution, liquidation or winding up or (iii) the amount and character of the stock or other securities proposed to be issued or granted, the date of such proposed issuance or grant and the persons or class of persons to whom such stock or other securities are to be offered, issued or grantedwinding-up. Such notice shall be mailed at least thirty (30) 45 days prior to the date therein specified. The Holder of this Warrant shall notify the Company of its election to exercise this Warrant within 20 days after the date of the Company's notice.

In case. (Ai) the company shall take a record of the holders of its Common Shares for the purpose entitling them to receive a dividend payable otherwise than in cash, or any other distribution in respect of the Common Shares (including cash), pursuant to, without limitation, any spin-off, split-off, or distribution of the company's assets; (ii) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the conversion of this Debenture) Shares for the purpose of entitling or enabling them to receive any dividend (other than a cash or stock dividend at the same rate as the rate of the last cash or stock dividend theretofore paid) or other distribution, or to exercise any preemptive right pursuant to the Company's charter, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other rightrights; or (Biii) of any capital classification, reclassification, or other reorganization of the Companyshares which the COMPANY is authorized to issue, any reclassification of the capital stock of the Company, any consolidation or merger of the Company COMPANY with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporationCOMPANY; or (Civ) of the voluntary or involuntary dissolution, liquidation liquidation, or winding up of the CompanyCOMPANY; then, and in each any such case, the Company will COMPANY shall mail or cause to be mailed to the Holder holder of this Debenture a WARRANT, at least 21 days prior thereto, a notice specifying, as stating the case may be, (i) the date or expected date on which a record is to be taken for f or the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or rightdistribution, or (ii) rights, or the date on which such reorganizationclassification, reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation liquidation, or winding up is to take place, and as the timescase may be. Such notice shall also specify the date or expected date, if any is to be fixed, as of which the holders of record of Common Stock (of record shall be entitled to participate in such dividend, distribution, or such other stock rights, or securities at the time deliverable upon the exercise of this Debenture) shall be entitled to exchange their shares of Common Stock of any class (for securities or other property deliverable upon such other stock or securities) for classification, reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation liquidation, or winding up or (iii) up, as the amount and character of the stock or other securities proposed to be issued or granted, the date of such proposed issuance or grant and the persons or class of persons to whom such stock or other securities are to be offered, issued or granted. Such notice shall be mailed at least thirty (30) days prior to the date therein specifiedcase may be.

In case. (Ai) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable receivable upon the conversion exercise of this DebentureWarrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash or stock dividend at the same rate as the rate of the last cash or stock dividend theretofore paid) or other distribution, or to exercise any preemptive right pursuant to the Company's charter, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; , or (Bii) of any capital reorganization of the Company, any stock split or subdivision, or reverse stock split or combination, or any similar event involving the Common Stock, any reclassification of the capital stock of the Company, any share exchange reorganization, consolidation or merger of the Company with or into another corporation, or any sale, transfer or other conveyance of all or substantially all of the assets or stock of the Company to another corporation; , or (Ciii) of the any voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; , then, and in each such case, the Company will mail deliver or cause to be mailed delivered to the Holder of this Debenture or Holders a notice specifying, as the case may be, (iA) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (iiB) the date on which a record is to be taken for determining stockholders entitled to vote upon such reorganization, reclassification, consolidation, merger, share exchange reorganization, conveyance, dissolution, liquidation or winding winding-up is to take place, and the timestime, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable receivable upon the exercise of this DebentureWarrant) shall be entitled to exchange their shares of Common Stock of any class (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, share exchange reorganization, merger, conveyance, dissolution, liquidation or winding up or (iii) the amount and character of the stock or other securities proposed to be issued or granted, the date of such proposed issuance or grant and the persons or class of persons to whom such stock or other securities are to be offered, issued or grantedwinding-up. Such notice shall be mailed delivered at least thirty twenty (3020) days prior to the date therein specified.

In case. (Ai) the Company COMPANY shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the conversion of this Debenture) Shares for the purpose of entitling or enabling them to receive a dividend payable otherwise than in cash, or any dividend (other than a cash or stock dividend at the same rate as the rate distribution in respect of the last cash or stock dividend theretofore paid) or other distributionCommon Shares (including cash), pursuant to, without limitation, any spin-off, split-off, or to exercise any preemptive right pursuant to distribution of the CompanyCOMPANY's charter, or to receive any right assets; or (ii) the COMPANY shall take a record of the holders of its Common Shares for the purpose of entitling them to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other rightrights; or (Biii) of any capital classification, reclassification, or other reorganization of the Companyshares which the COMPANY is authorized to issue, any reclassification of the capital stock of the Company, any consolidation or merger of the Company COMPANY with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporationCOMPANY; or (Civ) of the voluntary or involuntary dissolution, liquidation liquidation, or winding up of the CompanyCOMPANY; then, and in each any such case, the Company will COMPANY shall mail or cause to be mailed to the Holder holder of this Debenture a WARRANT, at least 21 days prior thereto, a notice specifying, as stating the case may be, (i) the date or expected date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or rightdistribution, or (ii) rights, or the date on which such classification reclassification, reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation liquidation, or winding up is to take place, and as the timescase may be. Such notice shall also specify the date or expected date, if any is to be fixed, as of which the holders of record of Common Stock (of record shall be entitled to participate in such dividend, distribution, or such other stock rights, or securities at the time deliverable upon the exercise of this Debenture) shall be entitled to exchange their shares of Common Stock of any class (for securities or other property deliverable upon such other stock or securities) for classification, reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation liquidation, or winding up or (iii) up, as the amount and character of the stock or other securities proposed to be issued or granted, the date of such proposed issuance or grant and the persons or class of persons to whom such stock or other securities are to be offered, issued or granted. Such notice shall be mailed at least thirty (30) days prior to the date therein specifiedcase may be.

In case. (Ai) the Company COMPANY shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the conversion of this Debenture) Shares for the purpose of entitling or enabling them to receive a dividend payable otherwise than in cash, or any dividend (other than a cash or stock dividend at the same rate as the rate distribution in respect of the last cash or stock dividend theretofore paid) or other distributionCommon Shares (including cash), pursuant to, without limitation, any spin-off, split-off, or to exercise any preemptive right pursuant to distribution of the CompanyCOMPANY's charter, or to receive any right assets: or (ii) the COMPANY shall take a record of the holders of its Common Shares for the purpose of entitling them to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other rightrights; or (Biii) of any capital classification, reclassification, or other reorganization of the Companyshares which the COMPANY is authorized to issue, any reclassification of the capital stock of the Company, any consolidation or merger of the Company COMPANY with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporationCOMPANY; or (Civ) of the voluntary or involuntary dissolution, liquidation liquidation, or winding up of the CompanyCOMPANY; then, and in each any such case, the Company will COMPANY shall mail or cause to be mailed to the Holder holder of this Debenture a WARRANT, at least 21 days prior thereto, a notice specifying, as stating the case may be, (i) the date or expected date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or rightdistribution, or (ii) rights, or the date on which such reorganizationclassification, reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation liquidation, or winding up is to take place, and as the timescase may be. Such notice shall also specify the date or expected date, if any is to be fixed, as of which the holders of record of Common Stock (of record shall be entitled to participate in such dividend, distribution, or such other stock rights, or securities at the time deliverable upon the exercise of this Debenture) shall be entitled to exchange their shares of Common Stock of any class (for securities or other property deliverable upon such other stock or securities) for classification, reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation liquidation, or winding up or (iii) up, as the amount and character of the stock or other securities proposed to be issued or granted, the date of such proposed issuance or grant and the persons or class of persons to whom such stock or other securities are to be offered, issued or granted. Such notice shall be mailed at least thirty (30) days prior to the date therein specifiedcase may be.