Common use of NO RIGHTS AS STOCKHOLDERS; NOTICES TO HOLDERS Clause in Contracts

NO RIGHTS AS STOCKHOLDERS; NOTICES TO HOLDERS. Nothing contained in this Agreement or in any of the Warrants shall be construed as conferring upon the Holders or their transferees the right to vote or to receive dividends or to consent or to receive notice as stockholders in respect of any meeting of stockholders for the election of 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 Date, any of the following events shall occur: (a) the Company shall declare any dividend payable in any securities upon its shares of Common Stock or make any distribution (other than a regular cash dividend, as such dividend may be increased from time to time, or a dividend payable in shares of Common Stock for which an adjustment to the number of Warrant Shares is to be made pursuant to Section 6.1) to the holders of its shares of Common Stock; or (b) the Company shall distribute rights, options or warrants to all holders of its outstanding Common Stock, without any charge to such holders, entitling them to subscribe for or purchase shares of Common Stock or the Company shall otherwise offer to the holders of its shares of Common Stock on a pro rata basis any cash, additional shares of Common Stock or other securities of the Company or any right to subscribe for or purchase any thereof; (c) a consolidation, merger, sale, transfer or lease of all or substantially all of the Company’s property, assets, and business as an entirety, or (d) a dissolution, liquidation or winding up of the Company, or (e) a transaction between the Company and any other Person that will result in a Change of Control shall be proposed, then in any one or more of said events the Company shall give notice in writing of such event as provided in Section 12, such giving of notice to be completed at least 10 days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend or distribution or for the determination of stockholders entitled to vote on such proposed merger, consolidation, sale of assets, dissolution, liquidation or winding up or the date on which a transaction to which the Company is a party and which will cause or result in a Change of Control will be consummated. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to publish, mail or receive such notice or any defect therein or in the publication or mailing thereof shall not affect the validity of any action in connection with such dividend, distribution or subscription rights, or such proposed dissolution, liquidation or winding up.

NO RIGHTS AS STOCKHOLDERS; NOTICES TO HOLDERS. Nothing contained in this Agreement or in any of the Warrants shall be construed as conferring upon the Holders or their transferees the right to vote or to receive dividends or to consent or to receive notice as stockholders in respect of any meeting of stockholders for the election of 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 Date, Date if any of the following events shall occur: (a) the Company shall declare any dividend payable in any securities upon its shares of Common Stock or make any distribution (other than a regular cash dividend, as such dividend may be increased from time to time, or a dividend payable in shares of Common Stock for which an adjustment to the number of Warrant Shares is to be made pursuant to Section 6.1Stock) to the holders of its shares of Common Stock; or (b) the Company shall distribute rights, options or warrants to all holders of its outstanding Common Stock, without any charge to such holders, entitling them to subscribe for or purchase shares of Common Stock or the Company shall otherwise offer to the holders of its shares of Common Stock on a pro rata basis any cash, additional shares of Common Stock or other securities of the Company or any right to subscribe for or purchase any thereof; (c) a consolidation, merger, sale, transfer or lease of all or substantially all of the Company’s property, assets, and business as an entirety, or (d) a dissolution, liquidation or winding up of the Company, or (e) a transaction between the Company and any other Person that will result in a Change of Control shall be proposed, then in any one or more of said events the Company shall give notice in writing of such event as provided in Section 12, such giving of notice to be completed at least 10 days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend or distribution or for the determination of stockholders entitled to vote on such proposed merger, consolidation, sale of assets, dissolution, liquidation or winding up or the date on which a transaction to which the Company is a party and which will cause or result in a Change of Control will be consummated. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to publish, mail or receive such notice or any defect therein or in the publication or mailing thereof shall not affect the validity of any action in connection with such dividend, distribution or subscription rights, or such proposed dissolution, liquidation or winding up.

NO RIGHTS AS STOCKHOLDERS; NOTICES TO HOLDERS. Nothing contained in this Agreement or in any of the Warrants shall be construed as conferring upon the Holders or their transferees the right to vote or to receive dividends or to consent or to receive notice as stockholders in respect of any meeting of stockholders for the election of 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 Date, any of the following events shall occur: (a) the Company shall declare any dividend payable in any securities upon its shares of Common Stock or make any distribution (other than a regular cash dividend, as such dividend may be increased from time to time, or a dividend payable in shares of Common Stock for which an adjustment to the number of Warrant Shares is to be made pursuant to Section 6.1) to the holders of its shares of Common Stock; or (b) the Company shall distribute rights, options or warrants to all holders of its outstanding Common Stock, without any charge to such holders, entitling them to subscribe for or purchase shares of Common Stock or the Company shall otherwise offer to the holders of its shares of Common Stock on a pro rata basis any cash, additional shares of Common Stock or other securities of the Company or any right to subscribe for or purchase any thereof; (c) a consolidation, merger, sale, transfer or lease of all or substantially all of the Company’s property, assets, and business as an entirety, or Sale Transaction; (d) a dissolution, liquidation or winding up of the Company, ; or (e) a transaction between the Company and any other Person that will result in a Change of Control or other Sale Transaction shall be proposed, then in any one or more of said events the Company shall give notice in writing of such event as provided in Section 12, such giving of notice to be completed at least 10 days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend or distribution or for the determination of stockholders entitled to vote on such proposed merger, consolidation, sale of assets, dissolution, liquidation or winding up or the date on which a transaction to which the Company is a party and which will cause or result in a Change of Control or other Sale Transaction will be consummated. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to publish, mail or receive such notice or any defect therein or in the publication or mailing thereof shall not affect the validity of any action in connection with such dividend, distribution or subscription rights, or such proposed dissolution, liquidation or winding up.

NO RIGHTS AS STOCKHOLDERS; NOTICES TO HOLDERS. Nothing contained in this Agreement or in any of the Warrants shall be construed as conferring upon the Holders of Warrant Certificates or their transferees the right to vote or to receive dividends or to consent or to receive notice as stockholders in respect of any meeting of stockholders for the election of 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 Date, any of the following events shall occurIn case: (a) the Company shall declare any dividend payable in any securities upon its authorize the issuance to all holders of shares of Common Stock or make any distribution (other than a regular cash dividend, as such dividend may be increased from time to time, or a dividend payable in shares of Common Stock for which an adjustment to the number of Warrant Shares is to be made pursuant to Section 6.1) to the holders of its shares of Common Stock; or (b) the Company shall distribute rights, options or warrants to all holders of its outstanding Common Stock, without any charge to such holders, entitling them to subscribe for or purchase shares of Common Stock or of any other subscription rights or warrants; or (b) the Company shall otherwise offer authorize the distribution to the all holders of its shares of Common Stock on of securities or assets; or (c) of any consolidation or merger to which the Company is a pro rata basis party and for which approval of any cashstockholders of the Company is required, additional or of the conveyance or transfer of a substantial portion of the properties and assets of the Company for which approval of any stockholders of the Company is required, 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 or other securities of the Company or any right to subscribe for or purchase any thereofStock; (c) a consolidation, merger, sale, transfer or lease of all or substantially all of the Company’s property, assets, and business as an entirety, or (d) a of the voluntary or involuntary dissolution, liquidation or winding up of the Company, ; or (e) a transaction between the Company and any other Person that will result in a Change of Control shall be proposed, then in any one or more of said events the Company shall give notice in writing sell all or substantially all of such event as provided in Section 12its assets, such giving of notice or any asset necessary to conduct the Company's business. then the Company shall cause to be completed filed with the Warrant Agent and shall cause to be given to each Holder at its address appearing on the Warrant Register, at least 10 ten (10) days prior to the date fixed as a 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 (i) the date as of closing which the transfer books for the determination holders of the stockholders record of shares of Common Stock entitled to receive any such dividend rights, options, warrants or distribution are to be determined, or (ii) the initial expiration date set forth in any tender offer or exchange offer for shares of Common Stock, or (iii) the determination of stockholders entitled to vote date on which any such proposed mergerreclassification, consolidation, sale of assetsmerger, conveyance, transfer, dissolution, liquidation or winding up or fundamental change is expected to become effective or consummated, as well as the date on as of which a transaction it is expected that holders of record of shares of Common Stock shall be entitled to which exchange such shares for securities or other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation, or winding up. The failure to give the Company is a party and which will cause or result in a Change of Control will be consummated. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to publish, mail or receive such notice required by this Section 10 or any defect therein or in the publication or mailing thereof shall not affect the legality or validity of any action in connection with such dividenddistribution, distribution right, option, warrant, reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation, winding up or subscription rightsaction, or such proposed dissolution, liquidation or winding up.the vote upon any of the foregoing. SECTION 11. BY