Common use of In case Clause in Contracts

In case. (a) the Company shall authorize the granting to holders of its shares of Common Stock of rights or warrants entitling them to subscribe for or purchase any shares of Capital Stock of any class or of any other rights; or (b) of any reclassification of the shares of Common Stock of the Company, or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (c) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of the Securities pursuant to Section 2.3 and shall cause to be mailed to the Trustee and all Holders of the Securities at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable record date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights or warrants, or, if a record is not to be taken, the date as of which the Holders of shares of Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of shares of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Such notice shall also state whether such transaction will result in any adjustment in the conversion price applicable to the Securities and, if so, shall state what the adjusted conversion price will be and when it will become effective. Neither the failure to give the notice required by this Section, nor any defect therein, to any particular Holder shall affect the sufficiency of the notice 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. (a1) the Company shall authorize the granting issuance to all holders of its shares of Common Stock of rights or warrants entitling them to subscribe for or purchase any shares of Capital Stock of any class or of any other rights; or (b) of any reclassification of the shares of Common Stock of the CompanyCompany rights to subscribe for, or to purchase shares of, Common Stock or of any other subscription rights or warrants; or (2) the Company shall authorize the distribution to all holders of shares of Common Stock of evidences of its indebtedness or assets; or (3) of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale conveyance or transfer of all or substantially all of the properties and assets of the CompanyCompany substantially as an entirety, or of any reclassification or change of Common Stock issuable upon exercise of the Warrants, or a tender offer or exchange offer for shares of Common Stock; or (c4) of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyCompany or a Liquidating Dividend; or (5) the Company proposes to take any action which would require an adjustment of the Exercise Price or the Warrant Shares pursuant to Section 10; then the Company shall cause to be filed at given to each office or agency maintained for the purpose of conversion of the Securities pursuant to Section 2.3 and shall cause to be mailed to the Trustee and all Holders registered holders of the Securities Warrant Certificates at their last addresses as they shall appear in his or her address appearing on the Security RegisterWarrant register, at least 20 twenty (20) days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable record date hereinafter specified, or promptly in the case of events for which there is no record date, by first-class mail, postage prepaid, a written notice stating (xi) the date on which a record is to be taken for the purpose of such dividend, distribution, rights or warrants, or, if a record is not to be taken, the date as of which the Holders holders of record of shares of Common Stock of record to be entitled to receive any such dividend, distribution, rights or warrants distribution are to be determined, or (yii) the initial expiration date set forth in any tender offer or exchange offer for shares of Common Stock, or (iii) the date on which any such reclassification, consolidation, merger, saleconveyance, transfer, dissolution, liquidation or winding up is expected to become effectiveeffective or consummated, and the date as of which it is expected that holders of record of shares of Common Stock of record shall be entitled to exchange their such shares of Common Stock for securities, cash securities or other property property, if any, deliverable upon such reclassification, consolidation, merger, saleconveyance, transfer, dissolution, liquidation or winding up. Such notice shall also state whether such transaction will result in any adjustment in the conversion price applicable to the Securities and, if so, shall state what the adjusted conversion price will be and when it will become effective. Neither the The failure to give the notice required by this Section, nor Section 13 or any defect therein, to any particular Holder therein shall not affect the sufficiency of the notice or the legality or validity of any such dividend, distribution, right, option, warrant, reclassification, consolidation, merger, saleconveyance, transfer, liquidationdissolution, dissolution liquidation or winding-winding up, or the vote on upon any action authorizing such with respect to the other holdersaction.

In case. (ai) the Company Borrower shall declare a dividend (or any other distribution) on its Class A Common Stock or Class B Common Stock payable otherwise than in cash out of its earned surplus; or (ii) Borrower shall authorize the granting to all holders of its shares of Common Stock of rights or warrants entitling them to subscribe for or purchase any shares of Capital Stock capital stock of any class or of any other rights; or (biii) of any reclassification of the Common Stock (other than a subdivision or combination of Borrower's outstanding shares of Common Stock of the CompanyStock), or of any consolidation or merger to which the Company Borrower is a party and for which approval of any shareholders of the Company Borrower is required, or of the sale sale, conveyance or transfer of all or substantially all of the assets of the CompanyBorrower; or (civ) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the CompanyBorrower; or (v) Borrower shall take any other action referred to in this Section 8; then the Company Borrower shall cause deliver to be filed at each office or agency maintained for the purpose of conversion of the Securities pursuant to Section 2.3 and shall cause to be mailed to the Trustee and all Holders of the Securities at their last addresses as they shall appear in the Security RegisterLender, at least 20 days Business Days (or 10 days Business Days in any case specified in clause (ai) or (bii) above) prior to the applicable record date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights or warrants, or, if a record is not to be taken, the date as of which the Holders holders of shares of Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined, determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective, and the date as of which it is expected that holders of shares of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Such notice shall also state whether such transaction will result in any adjustment in the conversion price applicable to the Securities and, if so, shall state what the adjusted conversion price will be and when it will become effective. Neither the Any failure to give the notice required by this Section, nor Section 8.03(c) or any defect therein, to any particular Holder therein shall not affect the sufficiency of the notice or the legality or validity of any such dividend, distribution, right, warrant, reclassification, consolidation, merger, sale, transfer, liquidationdissolution, dissolution liquidation or winding-up, or the vote on upon any action authorizing such with respect to the other holdersaction.

In case. (ai) the Company shall authorize the granting issuance to all holders of its shares of Common Stock of rights rights, options or warrants entitling them to subscribe for or purchase any shares of Capital Common Stock of any class or of any other rights; orsubscription rights or warrants; (bii) the Company shall authorize the distribution to all holders of any reclassification of the shares of Common Stock of evidences of its indebtedness or assets (other than dividends or distributions referred to in Section 6.01(a) hereof); (iii) of any reclassification or change of Common Stock issuable upon exercise of the Warrants (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or a tender offer or exchange offer for shares of Common Stock by the Company, or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or; (civ) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (v) the Company proposes to take any action which would require an adjustment of the Exercise Price pursuant to Section 6.01 hereof; then the Company shall cause to be filed at each office or agency maintained for with the purpose of conversion of the Securities pursuant to Section 2.3 Warrant Agent and shall cause to be mailed given to the Trustee and all Holders each of the Securities at their last addresses as they shall appear in the Security RegisterHolders, at least 20 days (or 10 days in any case specified in clause (a) or (b) above) prior to the any applicable record date hereinafter specifieddate, or promptly in the case of events for which there is no record date, by first-class mail, postage prepaid, a written notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights or warrants, or, if a record is not to be taken, the date as of which the Holders holders of record of shares of Common Stock of record to be entitled to receive any such dividendrights, distributionoptions, rights warrants or warrants distribution are to be determined, (y) the initial expiration date set forth in any tender offer or exchange offer for shares of Common Stock, or (yz) the date on which any such reclassification, consolidation, merger, saleconveyance, transfer, dissolution, liquidation or winding up is expected to become effectiveeffective or consummated, and the date as of which it is expected that holders of record of shares of Common Stock of record shall be entitled to exchange their such shares of Common Stock for securities, cash securities or other property property, if any, deliverable upon such reclassification, consolidation, merger, saleconveyance, transfer, dissolution, liquidation or winding up. Such notice shall also state whether such transaction will result in any adjustment in the conversion price applicable to the Securities and, if so, shall state what the adjusted conversion price will be and when it will become effective. Neither the The failure to give the notice required by this Section, nor Section 6.03 or any defect therein, to any particular Holder therein shall not affect the sufficiency of the notice or the legality or validity of any such dividend, distribution, right, option, warrant, reclassification, consolidation, merger, saleconveyance, transfer, liquidationdissolution, dissolution liquidation or winding-winding up, or the vote on upon any action authorizing such with respect to the other holdersaction.

In case. (a) the Company shall authorize take a record of the granting to holders of its shares of Common Stock for the purpose of rights entitling them to receive a dividend or warrants any other distribution in respect of the Common Stock (including cash), pursuant to without limitation, any spin-off, split-off or distribution of the Company's 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 Capital Stock stock of any class or of to receive any other rights; or (bc) of any classification, reclassification or other reorganization of the shares of Common Stock capital stock of the Company, or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is requiredwith or into another corporation, or of the sale or transfer conveyance of all or substantially all of the assets of the Company; or (cd) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then then, and in any such case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of the Securities pursuant to Section 2.3 and shall cause to be mailed mail to the Trustee and all Holders of the Securities at their last addresses as they shall appear in the Security RegisterHolder, at least 20 ten (10) days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable record date hereinafter specifiedthereto, a notice stating (x) the date or expected date on which a record is to be taken for the purpose of such dividend, distribution, rights dividend or warrants, or, if a record is not to be taken, the date as distribution of which the Holders of shares of Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determinedrights, or (y) the date on which such classification, reclassification, reorganization, consolidation, merger, sale, transferconveyance, dissolution, liquidation liquidation, or winding up is expected to become effectivetake place, and as the case may be. Such notice shall also specify the date or expected date, if any is to be fixed, as of which it is expected that holders of shares of Common Stock of record shall be entitled to participate in said dividend or distribution of rights, or shall be entitled to exchange their shares of Common Stock stock for securities, cash securities or other property deliverable upon such classification, reclassification, reorganization, consolidation, merger, sale, transferconveyance, dissolution, liquidation liquidation, or winding up, as the case may be. Such notice shall also state whether such transaction will result in any adjustment in the conversion price applicable to the Securities and, if so, shall state what the adjusted conversion price will be and when it will become effective. Neither the The failure to give the such notice required by this Section, nor any defect therein, to any particular Holder shall not affect the sufficiency of the notice or the legality or validity of any such proceeding or transaction and shall not affect the right of the Holder to participate in said dividend, distribution, right, warrant, reclassification, consolidation, merger, sale, transfer, liquidation, dissolution or winding-updistribution of rights, or any such exchange and acquire the vote on any kind and amount of cash, securities or other property as the Holder would have been entitled to acquire if it was the record holder of the Warrant Shares which could be obtained upon the exercise of the Warrant immediately before such proceeding or transaction; provided that, the Holder exercises the Warrant within 10 days after discovery that such action authorizing such with respect to the other holdersor proceeding has taken place.

In case. (ai) the Company Corporation shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its earned surplus; or (ii) the Corporation shall authorize the granting to all holders of its shares of Common Stock of rights or warrants entitling them to subscribe for or purchase any shares of Capital Stock capital stock of any class or of any other rights; or (biii) of any reclassification of the Common Stock (other than a subdivision or combination of the Corporation's outstanding shares of Common Stock of the CompanyStock), or of any consolidation or merger to which the Company Corporation is a party and for which approval of any shareholders of the Company Corporation is required, or of the sale sale, conveyance or transfer of all or substantially all of the assets of the CompanyCorporation; or (civ) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the CompanyCorporation; then the Company Corporation shall cause to be filed with the Registrar and at each office or agency maintained for the purpose of conversion of the Securities pursuant to Section 2.3 shares of Series A Preferred Stock, and shall cause to be mailed to the Trustee and all Holders of the Securities holders at their last addresses as they shall appear in 53 the Security shares of a Series A Preferred Stock Register, at least 20 days Business Days (or 10 days Business Days in any case specified in clause (ai) or (bii) above) prior to the applicable record date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights or warrants, or, if a record is not to be taken, the date as of which the Holders holders of shares of Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined, determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective, and the date as of which it is expected that holders of shares of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Such notice shall also state whether such transaction will result in any adjustment in the conversion price applicable to the Securities and, if so, shall state what the adjusted conversion price will be and when it will become effective. Neither the failure Failure to give the notice required by this Section, nor paragraph 8(i) or any defect therein, to any particular Holder therein shall not affect the sufficiency of the notice or the legality or validity of any such dividend, distribution, right, warrant, reclassification, consolidation, merger, sale, transfer, liquidationdissolution, dissolution liquidation or winding-up, or the vote on upon any action authorizing such with respect to the other holdersaction.

In case. (a1) the Company shall take any action which would require an adjustment in the conversion price with respect to any convertible Securities of a series pursuant to Subsection (e) above; or (2) the Company shall authorize the granting to the holders of its shares of the Common Stock of rights or warrants entitling them to subscribe for or purchase any shares of Capital Stock stock of any class or of any other rightsrights or warrants and notice thereof shall be given to holders of Common Stock; or (b3) of there shall be any capital reorganization or reclassification of the shares of Common Stock (other than a subdivision or combination of the Companyoutstanding Common Stock and other than a change in, from or to par value of the Common Stock), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the any sale or transfer of all or substantially all of the assets of the Company; or (c4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed at each office or agency maintained for with the purpose Trustee and any Conversion Agent and, with respect to Registered Securities of conversion of the Securities pursuant to Section 2.3 and shall cause such series, to be mailed to the Trustee and all Holders each Holder and, with respect to Bearer Securities of the Securities at their last addresses such series, published as they shall appear provided in the Security RegisterSubsection (e)(7), at least 20 days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable record date hereinafter specified, a notice stating setting forth (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights any distribution or warrantsgrant to holders of Common Stock, or, if a record is not to be taken, the date as of which the Holders of shares holders of Common Stock of record to be entitled to such dividend, distribution, rights distribution or warrants grant are to be determined, determined or (y) the date on which such reorganization, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of shares of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Such notice shall also state whether such transaction will result in any adjustment in the conversion price applicable to the Securities and, if so, shall state what the adjusted conversion price will be and when it will become effective. Neither the failure Failure to give the notice required by this Sectionsuch notice, nor or any defect therein, to any particular Holder shall not affect the sufficiency of the notice 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 holdersproceedings described in paragraphs (1) through (4) of this Subsection (j).

In case. (ai) the Company shall authorize the granting issuance to all holders of its shares of Common Stock of rights or warrants entitling them to subscribe for or purchase any shares of Capital its Common Stock of any class or of any other rightssubscription rights or warrants; or (bii) the Company shall authorize the distribution to all holders of its Common Stock (whether pursuant to a merger or consolidation or otherwise) of evidences of its indebtedness or assets (other than dividends paid in or distributions of the Company's capital stock for which the Exercise Prices shall have been adjusted pursuant to Section 8(a) above); or (iii) of any capital reorganization or reclassification of the shares of Common Stock (other than a change in par value of the Company, Common Stock) or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is requiredrequired (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or change of the Common Stock outstanding), or of the sale conveyance or transfer of all or substantially all of the properties and assets of the CompanyCompany substantially as an entirety; or (civ) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; or (v) the Company proposes to take any action (other than actions of the character described in Section 8(a) above) that would require an adjustment of the Exercise Prices pursuant to this Section 8; then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of the Securities pursuant to Section 2.3 and shall cause to be mailed by registered mail to the Trustee and all Holders of the Securities at their last addresses as they shall appear in the Security RegisterHolder, at least the earliest practicable time (and in any event not less than 20 days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable record or effective date hereinafter specified), a notice stating (xA) the date on which a record is to be taken for the purpose of such dividend, distribution, rights or warrants, or, if a record is not to be taken, the date as of which the Holders of shares holders of Common Stock of record to be entitled to receive any such dividendrights, distribution, rights warrants or warrants distributions are to be determined, or (yB) the date on which any such reorganization, reclassification, consolidation, merger, saleconveyance, transfer, dissolution, liquidation or winding winding-up is expected to become effective, and the date as of which it is expected that holders of shares of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash securities or other property property, if any, deliverable upon such reorganization, reclassification, consolidation, merger, saleconveyance, transfer, dissolution, liquidation or winding up. Such notice shall also state whether such transaction will result in any adjustment in the conversion price applicable to the Securities and, if so, shall state what the adjusted conversion price will be and when it will become effective. Neither the failure to give the notice required by this Section, nor any defect therein, to any particular Holder shall affect the sufficiency of the notice 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. (a1) the Company shall declare a dividend or other distribution on its Common Stock that would require any adjustment pursuant to Section 1(b); or (2) the Company shall authorize the granting to the holders of its shares of Common Stock of rights rights, options or warrants entitling them to subscribe for or purchase any shares of Capital Stock capital stock of any class or of any other rights; or (b3) of any reclassification of the shares of Common Stock of the Company, or of any consolidation consolidation, merger or merger share exchange to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale conveyance, sale, transfer or transfer lease of all or substantially all of the assets of the Company; or (c4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (5) the Company or any Subsidiary shall commence a tender offer for all or a portion of the Company's outstanding Common Stock (or shall amend any such tender offer); then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of the Securities pursuant to Section 2.3 and shall cause to be mailed delivered to the Trustee and all Holders holder of the Securities at their last addresses as they shall appear in the Security Registerthis Security, at least 20 twenty (20) days (or 10 ten (10) days in any case specified in clause (a1) or (b2) above) prior to the applicable record record, expiration or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights rights, options or warrants, or, if a record is not to be taken, the date as of which the Holders of shares holders of Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, (y) the date on which the right to make tenders under such tender offer expires or (yz) the date on which such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of shares of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up. Such notice shall also state whether such transaction will result in any adjustment in the conversion price applicable to the Securities and, if so, shall state what the adjusted conversion price will be and when it will become effective. Neither the failure to give the such notice required by this Section, nor any defect therein, to any particular Holder therein shall affect the sufficiency of the notice 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 holdersproceedings described in clauses (1) through (5) of this Section 1(d).

In case. (ai) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (excluding dividends payable in stock for which adjustment is made pursuant to the terms of the Registered Securities and Bearer Securities); or (ii) the Company shall authorize the granting to the holders of its shares of Common Stock of rights or warrants entitling them to subscribe for or purchase any shares of Capital Stock capital stock of any class or of any other rights; or (biii) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation with, or merger of the Company into, any other corporation, or of any merger of another corporation into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company (which shall not include the sale or transfer of any portion of the assets of the Company to any corporation which, immediately following such transfer is at least 51% owned by the Company, provided that such sale or transfer does not result in the reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company); or (civ) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (v) the Company proposes to take any other action which would require an adjustment of the Conversion Price pursuant to the Registered Securities and Bearer Securities; then the Company shall cause to be filed with the Conversion Agent and at each office or agency maintained for the purpose of conversion of Securities a notice setting forth the Securities pursuant to Section 2.3 adjusted Conversion Price and shall cause notice to be mailed to the Trustee and all Holders of the Securities at their last addresses given as they shall appear provided in the Security Register, Section 19 except that notice need be given once at least 20 PAGE days (or 10 days in any case specified in clause (ai) or (biii) above) prior to the applicable record date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights or warrants, warrants or, if a record is not to be taken, the date as of which the Holders of shares holders of Common Stock of record to be entitled to such dividend, distribution, rights or warrants are is to be determined, or (y) the date on which such a reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of shares of Common Stock of record shall be entitled to exchange their shares of Common Stock for the securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Such notice shall also state whether such transaction will result in any adjustment in the conversion price applicable to the Securities and, if so, shall state what the adjusted conversion price will be and when it will become effective. Neither the The failure to give the notice required by this Section, nor Section or any defect therein, to any particular Holder therein shall not affect the sufficiency of the notice or the legality or validity of any such dividend, distribution, rightrights, warrantwarrants, reclassification, consolidation, merger, sale, transfer, liquidationdissolution, dissolution liquidation or winding-winding up, or the vote on any action authorizing such with respect to the other holdersaction.

In case. (a) the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an adjustment in the Conversion Price pursuant to Section 4.05; or (b) the Company shall authorize the granting to holders all or substantially all the Holders of its shares of Common Stock of rights or warrants entitling them to subscribe for or purchase any shares of Capital Stock share of any class or of any other rightsrights or warrants; or (bc) of any reclassification or reorganization of the shares of Common Stock of the CompanyCompany (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (cd) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then the Company shall cause to be filed at each office or agency maintained for with the purpose of conversion of the Securities pursuant to Section 2.3 Trustee and shall cause to be mailed to each Holder of Series 1 1/2% Notes at his address appearing on the Trustee and all Holders of Series 1 1/2% Security Register for the Securities at their last addresses Series 1 1/2% Notes, as they shall appear promptly as possible but in the Security Register, any event at least 20 15 days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable record date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the Holders of shares holders of Common Stock of record to be entitled to such dividend, distribution, or rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effectiveeffective or occur, and the date as of which it is expected that holders of shares Holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Such notice shall also state whether such transaction will result in any adjustment in the conversion price applicable to the Securities and, if so, shall state what the adjusted conversion price will be and when it will become effective. Neither the failure Failure to give the notice required by this Sectionsuch notice, nor or any defect therein, to any particular Holder shall not affect the sufficiency of the notice or the legality or validity of any such dividend, distribution, right, warrant, reclassification, consolidation, merger, sale, transfer, liquidationdissolution, dissolution liquidation or winding-up, or the vote on any action authorizing such with respect to the other holders.

In case. (a1) the Company shall declare a dividend or other distribution on its Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require any adjustment pursuant to Section 2(b); or (2) the Company shall authorize the granting to the holders of its shares of Common Stock of rights rights, options or warrants entitling them to subscribe for or purchase any shares of Capital Stock capital stock of any class or of any other rights; or (b3) of any reclassification of the shares of Common Stock of the Company, or of any consolidation consolidation, merger or merger share exchange to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale conveyance, sale, transfer or transfer lease of all or substantially all of the assets of the Company; or (c4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (5) the Company or any Subsidiary shall commence a tender offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender offer); then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of the Securities pursuant to Section 2.3 and shall cause to be mailed delivered to the Trustee and all Holders holder of the Securities at their last addresses as they shall appear in the Security Registerthis Security, at least 20 days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable record record, expiration or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights rights, options or warrants, or, if a record is not to be taken, the date as of which the Holders of shares holders of Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, (y) the date on which the right to make tenders under such tender offer expires or (yz) the date on which such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of shares of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up. Such notice shall also state whether such transaction will result in any adjustment in the conversion price applicable to the Securities and, if so, shall state what the adjusted conversion price will be and when it will become effective. Neither the failure to give the such notice required by this Section, nor any defect therein, to any particular Holder therein shall affect the sufficiency of the notice 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 holdersproceedings described in clauses (1) through (5) of this Section 2(d).

In case. (a) the Company shall authorize take a record of the granting to holders of its shares of Common Stock for the purpose of rights entitling them to receive a dividend or warrants any other distribution in respect of the Common Stock (including cash), pursuant to without limitation, any spin-off, split-off or distribution of the Company's 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 Capital Stock stock of any class or of to receive any other rights; or (bc) of any classification, reclassification or other reorganization of the shares of Common Stock capital stock of the Company, or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is requiredwith or into another corporation, or of the sale or transfer conveyance of all or substantially all of the assets of the Company; or (cd) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then then, and in any such case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of the Securities pursuant to Section 2.3 and shall cause to be mailed mail to the Trustee and all Holders of the Securities at their last addresses as they shall appear in the Security RegisterHolder, at least 20 twenty (20) days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable record date hereinafter specifiedthereto, a notice stating (x) the date or expected date on which a record is to be taken for the purpose of such dividend, distribution, rights dividend or warrants, or, if a record is not to be taken, the date as distribution of which the Holders of shares of Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determinedrights, or (y) the date on which such classification, reclassification, reorganization, consolidation, merger, sale, transferconveyance, dissolution, liquidation liquidation, or winding up is expected to become effectivetake place, and as the case may be. Such notice shall also specify the date or expected date, if any is to be fixed, as of which it is expected that holders of shares of Common Stock of record shall be entitled to participate in said dividend on distribution of rights, or shall be entitled to exchange their shares of Common Stock stock for securities, cash securities or other property deliverable upon such classification, reclassification, reorganization, consolidation, merger, sale, transferconveyance, dissolution, liquidation liquidation, or winding up, as the case may be. Such notice shall also state whether such transaction will result in any adjustment in the conversion price applicable to the Securities and, if so, shall state what the adjusted conversion price will be and when it will become effective. Neither the The failure to give the such notice required by this Section, nor any defect therein, to any particular Holder shall not affect the sufficiency of the notice or the legality or validity of any such proceeding or transaction and shall not affect the right of the holder of this Warrant to participate in said dividend, distribution, right, warrant, reclassification, consolidation, merger, sale, transfer, liquidation, dissolution or winding-updistribution of rights, or any such exchange and acquire the vote on any kind and amount of cash, securities or other property as the Holder would have been entitled to acquire if it was the record holder of the Warrant Shares which could be obtained upon the exercise of the Warrants immediately before such proceeding or transaction; provided that, the Holder exercises the Warrants within 30 days after discovery that such action authorizing such with respect to the other holdersor proceeding has taken place.

In case. (a) the Company shall authorize the granting to holders of its shares of Common Stock common stock of rights or warrants entitling them to subscribe for or purchase any shares of Capital Stock of any class or of any other rights; or (b) of any reclassification of the shares of Common Stock common stock of the Company, or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (c) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of the Securities of any series pursuant to Section 2.3 2.04 and shall cause to be mailed to the Trustee and all Holders of the Securities of such series that are convertible into shares of common stock at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable record date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights or warrants, or, if a record is not to be taken, the date as of which the Holders of shares of Common Stock common stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of shares of Common Stock common stock of record shall be entitled to exchange their shares of Common Stock common stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Such notice shall also state whether such transaction will result in any adjustment in the conversion price applicable to the Securities of such series and, if so, shall state what the adjusted conversion price will be and when it will become effective. Neither the failure to give the notice required by this Section, nor any defect therein, to any particular Holder shall affect the sufficiency of the notice 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. (ai) the Company Corporation shall authorize the granting issuance to all holders of its shares Common Shares of Common Stock of rights rights, options or warrants entitling them to subscribe for or purchase any shares of Capital Stock of any class Common Shares or of any other rights; orsubscription rights or warrants; (bii) of any reclassification of the shares Corporation shall authorize the distribution to all holders of Common Stock Shares of the Company, evidences of its indebtedness or assets; (iii) of any consolidation or merger to which the Company Corporation is a party and for which approval of any shareholders of the Company is requiredparty, or of the sale transfer or transfer lease of all or substantially all of the assets of the Company; orCorporation, or of any reclassification or change of Common Shares issuable upon exercise of the Warrants, or any tender offer or exchange offer for shares of Common Shares by the Corporation; (civ) of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyCorporation; or (v) the Corporation proposes to take any action which would require an adjustment of the number of Warrant Shares subject to a Warrant pursuant to Article 4 hereof; then the Company Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of the Securities pursuant to Section 2.3 and shall cause to be mailed given to the Trustee and all Holders of the Securities at their last addresses as they shall appear in the Security RegisterHolder, at least 20 days (or 10 days in any case specified in clause (a) or (b) above) prior to the any applicable record date hereinafter specifieddate, or promptly in the case of events for which there is no record date, by first-class mail, postage prepaid, a written notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights or warrants, or, if a record is not to be taken, the date as of which the Holders holder of shares record of Common Stock of record to Shares shall be entitled to receive any such dividendrights, distributionoptions, rights warrants or warrants distribution are to be determined, (y) the initial expiration date set forth in any tender offer or exchange offer for Common Shares, or (yz) the date on which any such reclassification, consolidation, merger, saleconveyance, transfer, dissolution, liquidation or winding up is expected to become effectiveeffective or consummated, and the date as of which it is expected that holders of shares record of Common Stock of record Shares shall be entitled to exchange their such shares of Common Stock for securities, cash securities or other property property, if any, deliverable upon such reclassification, consolidation, merger, saleconveyance, transfer, dissolution, liquidation or winding up. Such notice shall also state whether such transaction will result in any adjustment in the conversion price applicable to the Securities and, if so, shall state what the adjusted conversion price will be and when it will become effective. Neither the The failure to give the notice required by this Section, nor Section 6.01 or any defect therein, to any particular Holder therein shall not affect the sufficiency of the notice or the legality or validity of any such dividend, distribution, right, option, warrant, reclassification, consolidation, merger, saleconveyance, transfer, liquidationdissolution, dissolution liquidation or winding-winding up, or the vote on upon any action authorizing such with respect to the other holdersaction.

In case. (a) the Company shall authorize take a record of the granting to holders of its shares of Common Stock for the purpose of rights entitling them to receive a dividend or warrants any other distribution in respect of the Common Stock (including cash), pursuant to without limitation, any spin-off, split-off or distribution of the Company's 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 Capital Stock stock of any class or of to receive any other rights; or (bc) of any classification, reclassification or other reorganization of the shares of Common Stock capital stock of the Company, or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is requiredwith or into another corporation, or of the sale or transfer conveyance of all or substantially all of the assets of the Company; or (cd) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then then, and in any such case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of the Securities pursuant to Section 2.3 and shall cause to be mailed mail to the Trustee and all Holders of the Securities at their last addresses as they shall appear in the Security RegisterHolder, at least 20 twenty (20) days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable record date hereinafter specifiedthereto, a notice stating (x) the date or expected date on which a record is to be taken for the purpose of such dividend, distribution, rights dividend or warrants, or, if a record is not to be taken, the date as distribution of which the Holders of shares of Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determinedrights, or (y) the date on which such classification, reclassification, reorganization, consolidation, merger, sale, transferconveyance, dissolution, liquidation liquidation, or winding up is expected to become effectivetake place, and as the case may be. Such notice shall also specify the date or expected date, if any is to be fixed, as of which it is expected that holders of shares of Common Stock of record shall be entitled to participate in said dividend or distribution of rights, or shall be entitled to exchange their shares of Common Stock stock for securities, cash securities or other property deliverable upon such classification, reclassification, reorganization, consolidation, merger, sale, transferconveyance, dissolution, liquidation liquidation, or winding up, as the case may be. Such notice shall also state whether such transaction will result in any adjustment in the conversion price applicable to the Securities and, if so, shall state what the adjusted conversion price will be and when it will become effective. Neither the The failure to give the such notice required by this Section, nor any defect therein, to any particular Holder shall not affect the sufficiency of the notice or the legality or validity of any such proceeding or transaction and shall not affect the right of the holder of this Warrant to participate in said dividend, distribution, right, warrant, reclassification, consolidation, merger, sale, transfer, liquidation, dissolution or winding-updistribution of rights, or any such exchange and acquire the vote on any kind and amount of cash, securities or other property as the Holder would have been entitled to acquire if it was the record holder of the Warrant Shares which could be obtained upon the exercise of the Warrants immediately before such proceeding or transaction; PROVIDED THAT, the Holder exercises the Warrants within 30 days after discovery that such action authorizing such with respect to the other holdersor proceeding has taken place.

In case. (a) the Company shall authorize take a record of the granting to holders of its shares of Common Stock for the purpose of rights entitling them to receive a dividend or warrants any other distribution in respect of the Common Stock (including cash), pursuant to without limitation, any spin-off, split-off or distribution of the Company's 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 Capital Stock stock of any class or of to receive any other rights; or (bc) of any classification, reclassification or other reorganization of the shares of Common Stock capital stock of the Company, or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is requiredwith or into another corporation, or of the sale or transfer conveyance of all or substantially all of the assets of the Company; or (cd) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then then, and in any such case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of the Securities pursuant to Section 2.3 and shall cause to be mailed mail to the Trustee and all Holders of the Securities at their last addresses as they shall appear in the Security RegisterHolder, at least 20 twenty (20) days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable record date hereinafter specifiedthereto, a notice stating (x) the date or expected date on which a record is to be taken for the purpose of such dividend, distribution, rights dividend or warrants, or, if a record is not to be taken, the date as distribution of which the Holders of shares of Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determinedrights, or (y) the date on which such classification, reclassification, reorganization, consolidation, merger, sale, transferconveyance, dissolution, liquidation liquidation, or winding up is expected to become effectivetake place, and as the case may be. Such notice shall also specify the date or expected date, if any is to be fixed, as of which it is expected that holders of shares of Common Stock of record shall be entitled to participate in said dividend or distribution of rights, or shall be entitled to exchange their shares of Common Stock stock for securities, cash securities or other property deliverable upon such classification, reclassification, reorganization, consolidation, merger, sale, transferconveyance, dissolution, liquidation liquidation, or winding up, as the case may be. Such notice shall also state whether such transaction will result in any adjustment in the conversion price applicable to the Securities and, if so, shall state what the adjusted conversion price will be and when it will become effective. Neither the The failure to give the such notice required by this Section, nor any defect therein, to any particular Holder shall not affect the sufficiency of the notice or the legality or validity of any such proceeding or transaction and shall not affect the right of the holder of this Warrant to participate in said dividend, distribution, right, warrant, reclassification, consolidation, merger, sale, transfer, liquidation, dissolution or winding-updistribution of rights, or any such exchange and acquire the vote on any kind and amount of cash, securities or other property as the Holder would have been entitled to acquire if it was the record holder of the Warrant Shares which could be obtained upon the exercise of the Warrants immediately before such proceeding or transaction; provided that, the Holder exercises the Warrants within 30 days after discovery that such action authorizing such with respect to the other holdersor proceeding has taken place.

In case. (a) the Company REIT shall authorize the granting to holders of its shares of Common Stock of rights or warrants entitling them to subscribe for or purchase any shares of Capital Stock of any class or of any other rights; or (b) of any reclassification of the shares of Common Stock of the CompanyStock, or of any consolidation or merger to which the Company REIT is a party and for which approval of any shareholders of the Company Issuer is required, or of the sale or transfer of all or substantially all of the assets of the CompanyREIT; or (c) of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyREIT; then then, in each case, the Company REIT shall cause to be filed at each office or agency maintained for the purpose of conversion exchange of the Securities pursuant to Section 2.3 and shall cause to be mailed to the Trustee and all Holders of the Securities at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable record date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such -71- 80 dividend, distribution, rights or warrants, or, if a record is not to be taken, the date as of which the Holders holders of shares of Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of shares of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Such notice shall also state whether such transaction will result in any adjustment in the conversion exchange price applicable to the Securities and, if so, shall state what the adjusted conversion exchange price will be and when it will become effective. Neither the failure to give the notice required by this SectionSection 12, nor any defect therein, to any particular Holder shall affect the sufficiency of the notice 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) the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an adjustment in the Conversion Price pursuant to Section 4.05; or (b) the Company shall authorize the granting to holders all or substantially all the Holders of its shares of Common Stock of rights or warrants entitling them to subscribe for or purchase any shares of Capital Stock share of any class or of any other rightsrights or warrants; or (bc) of any reclassification or reorganization of the shares of Common Stock of the CompanyCompany (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (cd) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then the Company shall cause to be filed at each office or agency maintained for with the purpose of conversion of the Securities pursuant to Section 2.3 Trustee and shall cause to be mailed to each Holder of Series 2 5/8% Notes at his address appearing on the Trustee and all Holders of Series 2 5/8% Security Register for the Securities at their last addresses Series 2 5/8% Notes, as they shall appear promptly as possible but in the Security Register, any event at least 20 15 days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable record date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the Holders of shares holders of Common Stock of record to be entitled to such dividend, distribution, or rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effectiveeffective or occur, and the date as of which it is expected that holders of shares Holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Such notice shall also state whether such transaction will result in any adjustment in the conversion price applicable to the Securities and, if so, shall state what the adjusted conversion price will be and when it will become effective. Neither the failure Failure to give the notice required by this Sectionsuch notice, nor or any defect therein, to any particular Holder shall not affect the sufficiency of the notice or the legality or validity of any such dividend, distribution, right, warrant, reclassification, consolidation, merger, sale, transfer, liquidationdissolution, dissolution liquidation or winding-up, or the vote on any action authorizing such with respect to the other holders.

In case. (ai) the Company shall authorize the granting issuance to all holders of its shares of Common Stock of rights or warrants entitling them to subscribe for or purchase any shares of Capital its Common Stock of any class or of any other rightssubscription rights or warrants; or (bii) the Company shall authorize the distribution to all holders of its Common Stock (whether pursuant to a merger or consolidation or otherwise) of evidences of its indebtedness or assets (other than dividends paid in or distributions of the Company's capital stock for which the Exercise Price shall have been adjusted pursuant to Section 8(a) above); or (iii) of any capital reorganization or reclassification of the shares of Common Stock (other than a change in par value of the Company, Common Stock) or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is requiredrequired (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or change of the Common Stock outstanding), or of the sale conveyance or transfer of all or substantially all of the properties and assets of the CompanyCompany substantially as an entirety; or (civ) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; or (v) the Company proposes to take any action (other than actions of the character described in Section 8(a) above) that would require an adjustment of the Exercise Prices pursuant to this Section 8; then the Company shall cause to be filed at each office mailed by registered mail or agency maintained for the purpose of conversion of the Securities pursuant to Section 2.3 and shall cause to be mailed overnight courier to the Trustee and all Holders of the Securities at their last addresses as they shall appear in the Security RegisterHolder, at least the earliest practicable time (and in any event not less than 20 days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable record or effective date hereinafter specified), a notice stating (xA) the date on which a record is to be taken for the purpose of such dividend, distribution, rights or warrants, or, if a record is not to be taken, the date as of which the Holders of shares holders of Common Stock of record to be entitled to receive any such dividendrights, distribution, rights warrants or warrants distributions are to be determined, or (yB) the date on which any such reorganization, reclassification, consolidation, merger, saleconveyance, transfer, dissolution, liquidation or winding winding-up is expected to become effective, and the date as of which it is expected that holders of shares of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash securities or other property property, if any, deliverable upon such reorganization, reclassification, consolidation, merger, saleconveyance, transfer, dissolution, liquidation or winding up. Such notice shall also state whether such transaction will result in any adjustment in the conversion price applicable to the Securities and, if so, shall state what the adjusted conversion price will be and when it will become effective. Neither the failure to give the notice required by this Section, nor any defect therein, to any particular Holder shall affect the sufficiency of the notice 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. (ai) the Company shall declare a dividend or other distribution on its Common Stock (other than a dividend payable exclusively in cash that would not cause an adjustment to the Exercise Price to take place pursuant to Section 6 above); (ii) the Company or any of its subsidiaries shall make a tender offer for the Common Stock; (iii) the Company shall authorize the granting to holders all Holders of its shares of Common Stock of rights rights, options or warrants entitling them to subscribe for or purchase any shares of Capital Stock capital stock of any class or of any other rights; orclass; (biv) of any reclassification of the Common Stock (other than a subdivision or combination of its outstanding shares of Common Stock of the CompanyStock), or of any consolidation consolidation, merger or merger share exchange to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (cv) of the voluntary or of involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of the Securities pursuant to Section 2.3 with any warrant agent, and shall cause to be mailed to the Trustee and all Holders Holder of the Securities this Warrant at their its last addresses address as they shall appear in the Security Warrant Register, at least 20 ten days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable record effective date hereinafter specified, a notice stating (xA) the date on which a record is to be has been taken for the purpose of such dividend, distributiondistribution or grant of rights, rights options or warrants, or, if a record is not to be taken, the date as of which the Holders identity of shares the holders of Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are is to be determined, or (yB) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of shares of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. Such notice shall also state whether such transaction will result in any adjustment in the conversion price applicable to the Securities and, if so, shall state what the adjusted conversion price will be and when it will become effective. Neither the failure to give the such notice required by this Section, nor any defect therein, to any particular Holder therein shall affect the sufficiency of the notice 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 holdersproceedings described in clauses (i) through (v) of this subsection (p).

In case. (a) the Company shall authorize the granting to holders of its shares of Common Stock of rights or warrants entitling them to subscribe for or purchase any shares of Capital Stock of any class or of any other rights; or (b) of any reclassification of the shares of Common Stock of the Company, or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (c) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of the Securities pursuant to Section 2.3 and shall cause to be mailed to the Trustee and all Holders of the Securities at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable record date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights or warrants, or, if a record is not to be taken, the date as of which the Holders of shares of Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of shares of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Such notice shall also state whether such transaction will result in any adjustment in the conversion price applicable to the Securities and, if so, shall state what the adjusted conversion price will be and when it will become effective. Neither the failure to give the notice required by this Section, nor any defect therein, to any particular Holder shall affect the sufficiency of the notice 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. (ai) the Company shall authorize the granting issuance to all holders of its shares of Common Stock or Common Stock Equivalents to subscribe for or purchase shares of Common Stock or of any Common Stock Equivalents; (ii) the Company shall authorize the distribution to all holders of shares of Common Stock of rights evidences of its indebtedness or warrants entitling them to subscribe for or purchase any shares assets (other than issuances of Capital Stock of any class or of any other rights; or (b) of any reclassification securities of the Company by the Company and other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends payable in shares of Common Stock of the Company, or Stock); (iii) of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale conveyance or transfer of all or substantially all of the properties and assets of the Company; orCompany substantially as an entirety, or of any reclassification or change of Common Stock issuable upon exercise of the Warrants (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or a tender offer or exchange offer for shares of Common Stock; (civ) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; (v) a Change of Control occurs; or (vi) the Company proposes to take any action which would require an adjustment of the Warrant Number pursuant to Section 11 hereof; then the Company shall cause to be filed at each office or agency maintained for with the purpose of conversion of the Securities pursuant to Section 2.3 Warrant Agent and shall cause to be mailed given to the Trustee and all Holders each of the Securities registered holders of Warrants at their last addresses as they shall appear in his address appearing on the Security RegisterWarrant register, at least 20 days (or 10 days in any case specified in clause clauses (ai) or (bii) above) or, if not reasonably practicable, as soon as reasonably practicable thereafter, prior to the applicable record date hereinafter specified, or promptly in the case of events for which there is no record date, by first-class mail, postage prepaid, a written notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights or warrants, or, if a record is not to be taken, the date as of which the Holders holders of record of shares of Common Stock of record to be entitled to receive any such dividend, distribution, rights Common Stock Equivalents or warrants distribution are to be determined, (y) the initial expiration date set forth in any tender offer or exchange offer for shares of Common Stock or (yz) the date on which any such reclassification, consolidation, merger, saleconveyance, transfer, dissolution, liquidation or winding up is expected to become effectiveeffective or consummated, and the date as of which it is expected that holders of record of shares of Common Stock of record shall be entitled to exchange their such shares of Common Stock for securities, cash securities or other property property, if any, deliverable upon such reclassification, consolidation, merger, saleconveyance, transfer, dissolution, liquidation or winding up. Such notice shall also state whether such transaction will result in any adjustment in the conversion price applicable to the Securities and, if so, shall state what the adjusted conversion price will be and when it will become effective. Neither the The failure to give the notice required by this Section, nor Section 16 or any defect therein, to any particular Holder therein shall not affect the sufficiency of the notice or the legality or validity of any such dividend, distribution, right, option, warrant, reclassification, consolidation, merger, saleconveyance, transfer, liquidationdissolution, dissolution liquidation or winding-winding up, or the vote on upon any action authorizing such with respect to the other holdersaction.

In case. (a) the Company shall authorize the granting to holders of its shares of Common Stock common stock of rights or warrants entitling them to subscribe for or purchase any shares of Capital Stock of any class or of any other rights; or (b) of any reclassification of the shares of Common Stock common stock of the Company, or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (c) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of the Securities pursuant to Section 2.3 2.03 and shall cause to be mailed to the Trustee and all Holders of the Securities at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable record date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights or warrants, or, if a record is not to be taken, the date as of which the Holders holders of shares of Common Stock common stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of shares of Common Stock common stock of record shall be entitled to exchange their shares of Common Stock common stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Such notice shall also state whether such transaction will result in any adjustment in the conversion price applicable to the Securities and, if so, shall state what the adjusted conversion price will be and when it will become effective. Neither the failure to give the notice required by this Section, nor any defect therein, to any particular Holder shall affect the sufficiency of the notice 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. (ai) the Company shall (A) declare any dividend (or any other distribution) on shares of its Common Stock other than (1) a dividend payable in shares of Common Stock or (2) a dividend payable in cash out of its retained earnings other than any special or nonrecurring or other extraordinary dividend or (B) declare or authorize a redemption or repurchase of in excess of 25% of the then outstanding shares of Common Stock; or (ii) the Company shall authorize the granting to the holders of its shares of Common Stock of rights or warrants entitling them to subscribe for or purchase any shares of Capital Stock capital stock of any class the Company or of any other rightsrights or warrants; or (biii) of any reclassification of the shares of Common Stock of the Company, or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company, or of any compulsory share exchange whereby the Common Stock will be converted into cash or other securities or property; or (civ) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed at each office or agency maintained for with the purpose of conversion of the Securities pursuant to Section 2.3 Trustee and shall cause to be mailed to the Trustee and all Holders each Holder of the Securities at their his/her last addresses as they shall appear in address appearing on the Security Register, as promptly as possible but in any event at least 20 fifteen (15) days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable record date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption or granting of rights or warrants, or, if a record is not to be taken, the 50 date as of which the Holders holders of shares of Common Stock of record to be entitled to such dividend, distribution, redemption or granting of rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of shares of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up. Such notice shall also state whether such transaction will result in any adjustment in the conversion price rate applicable to the Securities and, if so, shall state what the adjusted conversion price rate will be and when it will become effective. Neither the failure to give the notice required by this Section, nor any defect therein, to any particular Holder shall affect the sufficiency of the notice or the legality or validity of any such dividend, distribution, redemption, right, warrant, reclassification, consolidation, merger, sale, transfer, share exchange, liquidation, dissolution or winding-up, or the vote on any action authorizing such with respect to the other holdersHolders.

In case. (a) the Company shall authorize the granting to holders of its shares of Common Stock Shares of rights or warrants entitling them to subscribe for or purchase any shares of Capital Stock of any class or of any other rights; or (b) of any reclassification of the shares of Common Stock Shares of the Company, or of any distribution of any assets of the Company to the holders of its Common Shares, or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (c) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of the Securities pursuant to Section 2.3 2.2 and shall cause to be mailed to the Trustee and all Holders of the Securities at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable record date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights or warrants, or, if a record is not to be taken, the date as of which the Holders of shares of Common Stock Shares of record to be entitled to such dividend, distribution, rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of shares of Common Stock Shares of record shall be entitled to exchange their shares of Common Stock Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Such notice shall also state whether such transaction will result in any adjustment in the conversion price applicable to the Securities and, if so, shall state what the adjusted conversion price will be and when it will become effective. Neither the failure to give the notice required by this Section, nor any defect therein, to any particular Holder shall affect the sufficiency of the notice 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.