Common use of No Rights as Stockholders; Notices to Holder Clause in Contracts

No Rights as Stockholders; Notices to Holder. Nothing contained in this Warrant Certificate shall be construed as conferring upon the Holder or its transferees the right to vote or to receive dividends (except as provided in Section 6 hereof) or to consent or to receive notice as stockholders in respect of any meeting of stockholders of the Company for the election of the directors of the Company or any other matter, or any rights whatsoever as stockholders of the Company. If, however, at any time prior to the expiration of the Warrants and prior to their exercise, any of the following events shall occur: (a) the Company shall declare any dividend payable in cash or in any securities upon its shares of Common Stock or make any distribution to the holders of its shares of Common Stock; (b) the Company shall offer to all holders of its shares of Common Stock any additional shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock or any right to subscribe for or purchase any thereof; (c) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation, merger, sale, transfer or lease of all or substantially all of its property, assets and business as an entirety) shall be proposed; or (d) any consolidation or merger to which the Company is a party and for which approval of the holders of Common Stock is required, or of the conveyance or transfer of the properties and assets of the Company as, or substantially as, an entirety, or of any reclassification or change of outstanding shares of Common Stock issuable upon exercise of the Warrants (other than a change in par value to no par value, or from no par value to par value) or as a result of a subdivision or combination. then in any one or more of said events, the Company shall give to the Holder by registered mail (return receipt requested) at least 20 days prior to the applicable record date hereinafter specified, a written notice stating (i) the date as of which the holders of record of shares of Common Stock to be entitled to receive any such dividends, distributions, rights or warrants are to be determined or (ii) the date on which any such dissolution, liquidation, winding up, consolidation, merger, conveyance or transfer is expected to become effective and the date as of which it is expected that holders of record of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation, or winding up. Failure to mail or receive such notice or any defect therein or in the mailing thereof shall not affect the validity of any action taken in connection with such dividend, distribution or subscription rights, or such proposed dissolution, liquidation, winding up, consolidation, merger, conveyance, transfer or reclassification.

No Rights as Stockholders; Notices to Holder. Nothing contained in this Warrant Rights Certificate shall be construed as conferring upon the Holder or its transferees Permitted Transferees the right to vote or to receive dividends (except as provided in Section 6 hereof) or to consent or to receive notice as stockholders in respect of any meeting of stockholders of the Company for the election of the directors of the Company or any other matter, or any rights whatsoever as stockholders of the Company. If, however, at any time prior to the expiration of the Warrants Rights and prior to their exercise, any of the following events shall occur: (a) the Company shall declare any dividend payable in cash or in any securities upon its shares of Common Stock (excluding ordinary cash dividends) or make any distribution to the holders of its shares of Common Stock; (b) the Company shall offer authorize the granting to all holders of its shares of Common Stock any additional shares of Common Stock rights, options, warrants, or securities convertible into or exchangeable for shares of Common Stock or any securities containing the right to subscribe for or purchase any thereofshares of Common Stock or any of its securities; (c) there shall be a dissolution, liquidation or winding up reclassification of the Company (other than in connection with a consolidation, merger, sale, transfer Common Stock or lease of all or substantially all of its property, assets and business as an entirety) shall be proposed; or (d) any consolidation or merger to which the Company is a party and for which approval of any stockholders of the holders of Common Stock Company is required, or of the conveyance sale or transfer of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety, or of Company; or (d) there shall be any reclassification or change of outstanding shares of Common Stock issuable upon exercise of the Warrants (other than a change in par value to no par value, or from no par value to par value) or as a result of a subdivision or combination. Fundamental Change; then in any one or more of said events, the Company shall give to the Holder by registered mail (return receipt requested) as promptly as possible but at least 20 15 days prior to the applicable record date hereinafter specified, a written notice stating (i) the date on which a record is to be taken for the purpose of such dividend or distribution, or, if a record is not to be taken, the date as of which the holders of record of shares of Common Stock of record to be entitled to receive any such dividends, distributions, rights dividend or warrants distribution are to be determined or (ii) the date on which any such dissolution, liquidation, winding upreclassification, consolidation, merger, conveyance sale, transfer or transfer Common Stock Fundamental Change is expected to become effective effective, 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 shares of Common Stock for securities or other property, if any, property deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation, or winding up. Failure to mail or receive such notice or any defect therein or in the mailing thereof shall not affect the validity of any action taken in connection with such dividend, distribution or subscription rights, or such proposed dissolution, liquidation, winding up, consolidation, merger, conveyancesale, transfer or reclassificationCommon Stock Fundamental Change.