Common use of In case Clause in Contracts

In case. (i) the Company shall declare a dividend (or any other distribution) on its Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require an adjustment in the Number of Shares pursuant to paragraph (e) of Section 15; or (ii) the Company shall authorize the granting to the holders of its shares of Common Stock of rights, options or warrants to subscribe for or purchase any shares of Capital Shares of any class or of any other rights (excluding shares of Capital Shares or options for Capital Shares issued pursuant to a benefit plan for employees, officers or directors of the Company); or (iii) of any reclassification of the shares of any class of Common Stock of the Company (other than a subdivision or combination of the outstanding shares of such class of Common Stock), or of any consolidation, merger or 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 or transfer of all or substantially all of the assets of the Company; or (iv) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (v) the Company or any subsidiary shall commence a tender or exchange offer for all or a portion of the outstanding shares of Common Stock (or shall amend any such tender or exchange offer to change the maximum number of shares being sought or the amount or type of consideration being offered (including by exchange) therefor); then the Company shall cause to be filed at each office or agency maintained pursuant to this Agreement, and shall cause to be mailed to all registered holders at their last addresses as they shall appear in the Warrant register, at least 21 days (or 11 days in any case specified in clause (a), (b) or (e) above) prior to the applicable record, effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of its shares of Common Stock of record who will be entitled to such dividend, distribution, rights, options or warrants are to be determined, (y) 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 its 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, or (z) the date on which such tender or exchange offer (other than an exchange offer contemplated by clause (y) above) commenced, the date on which such tender or exchange offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto). Neither the failure to give any such notice nor any defect therein shall affect the legality or validity of any action described in clauses (a) through (e) of this Section 18.

In case. (ia) the Company shall declare a dividend (or any other distribution) on its Common Stock Shares payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require an Exercise Price adjustment in the Number of Shares pursuant to paragraph (e) of Section 15; or (iib) the Company shall authorize the granting to the holders of its shares of Common Stock Shares of rights, options or warrants to subscribe for or purchase any shares of Capital Shares of any class or of any other rights (excluding shares of Capital Shares or options for Capital Shares issued pursuant to a benefit plan for employees, officers or directors of the Company); or (iiic) of any reclassification of the shares of any class of Common Stock Shares of the Company (other than a subdivision or combination of the outstanding shares of such class of Common StockShares), or of any consolidation, merger or 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 or transfer of all or substantially all of the assets of the Company; or (ivd) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (ve) the Company or any subsidiary shall commence a tender or exchange offer (other than an exchange offer contemplated by clause (c) above) for all or a portion of the outstanding shares of Common Stock Shares (or shall amend any such tender or exchange offer to change the maximum number of shares being sought or the amount or type of consideration being offered (including by exchange) therefor); then the Company shall cause to be filed at each office or agency maintained pursuant to this Agreement, and shall cause to be mailed to all registered holders at their last addresses as they shall appear in the Warrant Smitx Xxxxxx Xxxrant register, at least 21 days (or 11 days in any case specified in clause (a), (b) or (e) above) prior to the applicable record, effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of its shares of Common Stock Shares of record who will be entitled to such dividend, distribution, rights, options or warrants are to be determined, (y) 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 its shares of Common Stock Shares of record shall be entitled to exchange their shares of Common StockShares, for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up, or (z) the date on which such tender or exchange offer (other than an exchange offer contemplated by clause (y) above) commenced, the date on which such tender or exchange offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto). Neither the failure to give any such notice nor any defect therein shall affect the legality or validity of any action described in clauses (a) through (e) of this Section 18.

In case. (i) the Company shall declare a dividend (or any other distribution) on its Common Stock payable (i) otherwise than exclusively in cash or out of its retained earnings (ii) exclusively excluding dividends payable in cash in an amount that would require an stock for which adjustment in the Number of Shares is made pursuant to paragraph (e) the terms of Section 15the Registered Securities and Bearer Securities); or (ii) the Company shall authorize the granting to the holders of its shares of Common Stock of rights, options rights or warrants to subscribe for or purchase any shares of Capital Shares capital stock of any class or of any other rights (excluding shares of Capital Shares or options for Capital Shares issued pursuant to a benefit plan for employees, officers or directors of the Company)rights; or (iii) of any reclassification of the shares of any class of Common Stock of the Company (other than a subdivision or combination of the its outstanding shares of such class of Common Stock), or of any consolidationconsolidation with, or merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is requiredinto, 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 sale or transfer of all or substantially all of the assets of the Company (which shall not include the sale or transfer, in one or more transactions, of any portion of the assets of the Company to any corporation or corporations if each of such corporations immediately following such transfer is at least 51% owned, directly or indirectly, 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 (iv) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; oror PAGE (v) the Company or shall take any subsidiary shall commence a tender or exchange offer for all or a portion other action which would require an adjustment of the outstanding shares of Common Stock (or shall amend any such tender or exchange offer Conversion Price pursuant to change the maximum number of shares being sought or the amount or type of consideration being offered (including by exchange) therefor)Registered Securities and Bearer Securities; then the Company shall cause to be filed with the Principal Conversion Agent and at each office or agency maintained pursuant to this Agreement, for the purpose of conversion of Securities a notice setting forth the adjusted Conversion Price and shall cause notice to be mailed to all registered holders at their last addresses given as they shall appear provided in the Warrant register, Section 19 except that notice need be given once at least 21 20 days (or 11 10 days in any case specified in clause (a), (bi) or (eiii) above) prior to the applicable record, effective or expiration 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, rights or granting of rights, options or warrants, warrants or, if a record is not to be taken, the date as of which the holders of its shares of Common Stock of record who will to be entitled to such dividend, distribution, rights, options rights or warrants are is to be determined, or (y) the date on which such a 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 its shares of Common Stock of record shall be entitled to exchange their shares of Common Stock, Stock for the securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchangesale, transfer, dissolution, liquidation or winding up. The failure to give notice required by this Section or any defect therein shall not affect the legality or validity of any dividend, distribution, rights, warrants, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up, or (z) the date vote on which such tender or exchange offer (other than an exchange offer contemplated by clause (y) above) commenced, the date on which such tender or exchange offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto). Neither the failure to give any such notice nor any defect therein shall affect the legality or validity of any action described in clauses (a) through (e) of this Section 18action.

In case. (i) the Company shall declare a dividend (or any other distribution) on its Common Stock payable (i) otherwise than exclusively in cash or out of its retained earnings (ii) exclusively excluding dividends payable in cash in an amount that would require an stock for which adjustment in the Number of Shares is made pursuant to paragraph (e) the terms of Section 15the Registered Securities and Bearer Securities); or (ii) the Company shall authorize the granting to the holders of its shares of Common Stock of rights, options rights or warrants to PAGE subscribe for or purchase any shares of Capital Shares capital stock of any class or of any other rights (excluding shares of Capital Shares or options for Capital Shares issued pursuant to a benefit plan for employees, officers or directors of the Company)rights; or (iii) of any reclassification of the shares of any class of Common Stock of the Company (other than a subdivision or combination of the its outstanding shares of such class of Common Stock), or of any consolidationconsolidation with, or merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is requiredinto, 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 sale or transfer of all or substantially all of the assets of the Company (which shall not include the sale or transfer, in one or more transactions, of any portion of the assets of the Company to any corporation or corporations if each of such corporations immediately following such transfer is at least 51% owned, directly or indirectly, 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 (iv) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (v) the Company or shall take any subsidiary shall commence a tender or exchange offer for all or a portion other action which would require an adjustment of the outstanding shares of Common Stock (or shall amend any such tender or exchange offer Conversion Price pursuant to change the maximum number of shares being sought or the amount or type of consideration being offered (including by exchange) therefor)Registered Securities and Bearer Securities; then the Company shall cause to be filed with the Conversion Agent and at each office or agency maintained pursuant to this Agreement, for the purpose of conversion of Securities a notice setting forth the adjusted Conversion Price and shall cause notice to be mailed to all registered holders at their last addresses given as they shall appear provided in the Warrant register, Section 19 except that notice need be given once at least 21 20 days (or 11 10 days in any case specified in clause (a), (bi) or (eiii) above) prior to the applicable record, effective or expiration 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, rights or granting of rights, options or warrants, warrants or, if a record is not to be taken, the date as of which the holders of its shares of Common Stock of record who will to be entitled to such dividend, distribution, rights, options rights or warrants are is to be determined, or (y) the date on which such a 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 its shares of Common Stock of record shall be entitled to exchange their shares of Common Stock, Stock for the securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchangesale, transfer, dissolution, liquidation or winding up. The failure to give notice required by this Section or any defect therein shall not affect the legality or validity of any dividend, distribution, rights, warrants, reclassification, PAGE consolidation, merger, sale, transfer, dissolution, liquidation or winding up, or (z) the date vote on which such tender or exchange offer (other than an exchange offer contemplated by clause (y) above) commenced, the date on which such tender or exchange offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto). Neither the failure to give any such notice nor any defect therein shall affect the legality or validity of any action described in clauses (a) through (e) of this Section 18action.

In case. (i) the Company shall declare a dividend (or any other distribution) on its Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require an adjustment in the Number of Shares pursuant to paragraph (e) of Section 15; or (ii) the Company shall authorize the granting issuance to the all holders of its shares of Common Stock of rights, options or warrants to subscribe for or purchase any shares of Capital Shares of any class Common Stock or of any other subscription rights or warrants; (excluding ii) the Company shall authorize the distribution to all holders of shares of Capital Shares Common Stock of evidences of its indebtedness or options for Capital Shares issued pursuant to a benefit plan for employees, officers assets (other than dividends or directors cash distributions paid out of consolidated current or retained earnings as shown on the books of the CompanyCompany prepared in accordance with generally accepted accounting principles or dividends payable in shares of Common Stock or distributions referred to in Section 10(a) hereof); or; (iii) of any reclassification of the shares of any class of Common Stock of the Company (other than a subdivision consolidation or combination of the outstanding shares of such class of Common Stock), or of any consolidation, merger or 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 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; (iv) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (v) the Company or proposes to take any subsidiary shall commence a tender or exchange offer for all or a portion action (other than actions of the outstanding shares character described in Section 8(a) hereof) which would require an adjustment of Common Stock (or shall amend any such tender or exchange offer the Exercise Price pursuant to change the maximum number of shares being sought or the amount or type of consideration being offered (including by exchange) therefor)Section 8 hereof; then the Company shall cause to be filed at given to each office or agency maintained pursuant to this Agreement, and shall cause to be mailed to all of the registered holders of Warrants at their last addresses such holder's address as they shall appear it appears in the Warrant registerrecords of the Company (unless otherwise indicated by any such holder), at least 21 20 days (or 11 10 days in any case specified in clause clauses (a), (bi) or (eii) above) prior to the applicable record, effective or expiration 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 or granting of rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of its record of shares of Common Stock of record who will to be entitled to receive any such dividend, distribution, rights, options options, 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 (z) the date on which any such reclassification, consolidation, merger, share exchange, 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 its 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, share exchangeconveyance, saletransfer, dissolution, liquidation or winding up. The failure to give the notice required by this Section 10 or any defect therein shall not affect the legality or validity of any distribution, right, option, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or (z) the date on which such tender or exchange offer (other than an exchange offer contemplated by clause (y) above) commenced, the date on which such tender or exchange offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of vote upon any amendment thereto). Neither the failure to give any such notice nor any defect therein shall affect the legality or validity of any action described in clauses (a) through (e) of this Section 18action.