Common use of Notice in Certain Events Clause in Contracts

Notice in Certain Events. In case: (a) 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 any adjustment pursuant to Section 14.03; (b) the Company shall authorize the granting to the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights; (c) of any reclassification of the Common Stock of the company (other than a subdivision or combination of its outstanding Common Stock), 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; (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; (e) the Company or any Subsidiary of the Company shall commence a tender offer for all or a portion of the Company's outstanding Common Stock (or shall amend any such tender offer); (f) of a consolidation or merger to which the company is a party and for which approval of any stockholders of the company is required, or of the sale or conveyance to another Person or entity or group of Persons or entities acting in concert as a partnership, limited partnership, syndicate or other group (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of all or substantially all of the property and assets of the Company; or (g) of any action triggering an adjustment of the Conversion Rate pursuant to this Article XIV not otherwise specified in this Section 14.06; then, in each case, the Company shall cause to be filed with the Trustee and the Conversion Agent for the applicable Securities, and shall cause to be mailed, first class postage prepaid, to the Holders of record of applicable securities, at least 20 days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of any dividend distribution or grant of rights, options or warrants triggering an adjustment to the Conversion Rate pursuant to this Article XIV, or, if a record is not to be taken, the date as of which the holders of record of Common Stock entitled to such dividend distribution, rights, options or warrants are to be determined, or (y) the date on which any reclassification, consolidation, merger, sale, conveyance, dissolution, liquidation, tender offer or winding up triggering an adjustment to the Conversion Rate pursuant to this Article XIV is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities, tender offer or other property deliverable upon such reclassification, consolidation, merger, sale, conveyance, dissolution, liquidation, cash or winding up. Failure to give such notice or any defect therein shall not affect the legality or validity of the proceedings described in this Section.

Notice in Certain Events. In case(a) If: (ai) the Company shall engage in a tender offer or 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 any an adjustment in the Conversion Rate pursuant to Section 14.03;4.03; or (bii) the Company shall authorize the granting to all of the holders of its Common Stock of rights, warrants or options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights;Common Stock; or (ciii) of there occurs any reclassification or change of the Common Stock of the company Company (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 consolidation, merger, binding share exchange or merger combination to which the Company is a party and for which approval of any shareholders of the company is requiredparty, or of the sale sale, lease, transfer conveyance or transfer other disposition of all or substantially all of the assets of the Company;; or (div) of the there occurs any voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; (e) the Company or any Subsidiary of the Company shall commence a tender offer for all or a portion of the Company's outstanding Common Stock (or shall amend any such tender offer); (f) of a consolidation or merger to which the company is a party and for which approval of any stockholders of the company is required, or of the sale or conveyance to another Person or entity or group of Persons or entities acting in concert as a partnership, limited partnership, syndicate or other group (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of all or substantially all of the property and assets of the Company; or (g) of any action triggering an adjustment of the Conversion Rate pursuant to this Article XIV not otherwise specified in this Section 14.06; then, in each case, the Company shall cause to be filed with the Trustee and to be mailed to each Securityholder at his address appearing on the Conversion Agent register for the applicable Securities, and shall cause to be mailedprovided for in Section 2.03 of this Indenture, first class postage prepaid, to the Holders of record of applicable securities, as promptly as possible but in any event at least 20 twenty days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of any dividend such dividend, distribution or grant of rights, options warrants or warrants triggering an adjustment to the Conversion Rate pursuant to this Article XIVoptions, or, if a record is not to be taken, the date as of which the holders of record of Common Stock of record to be entitled to such dividend distributiondividend, distribution or rights, warrants or options or warrants are to be determined, or (y) the date on which any such reclassification, change, consolidation, merger, binding share exchange, combination, sale, transfer, lease, conveyance, other disposition, dissolution, liquidation, tender offer liquidation or winding winding-up triggering an adjustment to the Conversion Rate pursuant to this Article XIV is expected to become effectiveeffective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities, tender offer securities or other property deliverable upon such reclassification, change, consolidation, merger, binding share exchange, combination, sale, transfer, lease, conveyance, other disposition, dissolution, liquidation, cash liquidation or winding winding-up. Failure to give such notice notice, or any defect therein therein, shall not affect the legality or validity of such dividend, distribution, reclassification, change, consolidation, merger, binding share exchange, combination, sale, transfer, lease, conveyance, other disposition, dissolution, liquidation or winding-up. (b) If the proceedings described Securities become convertible, the Company, as soon as practicable, shall provide written notice to each Holder and to the Conversion Agent for the benefit of the Holders, and the Company shall publicly announce, that the Securities have become convertible, stating: (i) the event causing the Securities to become convertible; (ii) the time period during which the Securities will be convertible as a result of that event; (iii) whether an adjustment to the Conversion Rate will take effect in this Sectionconnection with that event or whether the Company has elected to change the Conversion Right; and (iv) the procedures Holders must follow to convert their securities, including the name and address of the Conversion Agent.

Notice in Certain Events. In case(a) If: (ai) the Company shall engage in a tender offer or 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 any an adjustment in the Conversion Rate pursuant to Section 14.03;0; or (bii) the Company shall authorize the granting to all of the holders of its Common Stock of rights, warrants or options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights;Common Stock; or (ciii) of there occurs any reclassification or change of the Common Stock of the company Company (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 consolidation, merger, binding share exchange or merger combination to which the Company is a party and for which approval of any shareholders of the company is requiredparty, or of the sale sale, lease, transfer conveyance or transfer other disposition of all or substantially all of the assets of the Company;; or (div) of the there occurs any voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; (e) the Company or any Subsidiary of the Company shall commence a tender offer for all or a portion of the Company's outstanding Common Stock (or shall amend any such tender offer); (f) of a consolidation or merger to which the company is a party and for which approval of any stockholders of the company is required, or of the sale or conveyance to another Person or entity or group of Persons or entities acting in concert as a partnership, limited partnership, syndicate or other group (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of all or substantially all of the property and assets of the Company; or (g) of any action triggering an adjustment of the Conversion Rate pursuant to this Article XIV not otherwise specified in this Section 14.06; then, in each case, the Company shall cause to be filed with the Trustee and to be mailed to each Securityholder at his address appearing on the Conversion Agent register for the applicable Securities, and shall cause to be mailedprovided for in 0 of this Indenture, first class postage prepaid, to the Holders of record of applicable securities, as promptly as possible but in any event at least 20 twenty days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of any dividend such dividend, distribution or grant of rights, options warrants or warrants triggering an adjustment to the Conversion Rate pursuant to this Article XIVoptions, or, if a record is not to be taken, the date as of which the holders of record of Common Stock of record to be entitled to such dividend distributiondividend, distribution or rights, warrants or options or warrants are to be determined, or (y) the date on which any such reclassification, change, consolidation, merger, binding share exchange, combination, sale, transfer, lease, conveyance, other disposition, dissolution, liquidation, tender offer liquidation or winding winding-up triggering an adjustment to the Conversion Rate pursuant to this Article XIV is expected to become effectiveeffective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities, tender offer securities or other property deliverable upon such reclassification, change, consolidation, merger, binding share exchange, combination, sale, transfer, lease, conveyance, other disposition, dissolution, liquidation, cash liquidation or winding winding-up. Failure to give such notice notice, or any defect therein therein, shall not affect the legality or validity of such dividend, distribution, reclassification, change, consolidation, merger, binding share exchange, combination, sale, transfer, lease, conveyance, other disposition, dissolution, liquidation or winding-up. (b) If the proceedings described Securities become convertible, the Company, as soon as practicable, shall provide written notice to each Holder and to the Conversion Agent for the benefit of the Holders, and the Company shall publicly announce, that the Securities have become convertible, stating: (i) the event causing the Securities to become convertible; (ii) the time period during which the Securities will be convertible as a result of that event; (iii) whether an adjustment to the Conversion Rate will take effect in this Sectionconnection with that event or whether the Company has elected to change the Conversion Right; and (iv) the procedures Holders must follow to convert their securities, including the name and address of the Conversion Agent.

Notice in Certain Events. In case(a) If: (ai) the Company shall engage in a tender offer or 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 any an adjustment in the Conversion Rate pursuant to Section 14.03;4.03; or (bii) the Company shall authorize the granting to all of the holders of its Common Stock of rights, warrants or options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights;Common Stock; or (ciii) of there occurs any reclassification or change of the Common Stock of the company Company (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 consolidation, merger, binding share exchange or merger combination to which the Company is a party and for which approval of any shareholders of the company is requiredparty, or of the sale sale, lease, transfer conveyance or transfer other disposition of all or substantially all of the assets of the Company;; or (div) of the there occurs any voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; (e) the Company or any Subsidiary of the Company shall commence a tender offer for all or a portion of the Company's outstanding Common Stock (or shall amend any such tender offer); (f) of a consolidation or merger to which the company is a party and for which approval of any stockholders of the company is required, or of the sale or conveyance to another Person or entity or group of Persons or entities acting in concert as a partnership, limited partnership, syndicate or other group (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of all or substantially all of the property and assets of the Company; or (g) of any action triggering an adjustment of the Conversion Rate pursuant to this Article XIV not otherwise specified in this Section 14.06; then, in each case, the Company shall cause to be filed with the Trustee and to be mailed to each Securityholder at his address appearing on the Conversion Agent register for the applicable Securities, and shall cause to be mailedprovided for in Section 2.03 of this Indenture, first class postage prepaid, to the Holders of record of applicable securities, as promptly as possible but in any event at least 20 twenty days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of any dividend such dividend, distribution or grant of rights, options warrants or warrants triggering an adjustment to the Conversion Rate pursuant to this Article XIVoptions, or, if a record is not to be taken, the date as of which the holders of record of Common Stock of record to be entitled to such dividend distributiondividend, distribution or rights, warrants or options or warrants are to be determined, or (y) the date on which any such reclassification, change, consolidation, merger, binding share exchange, combination, sale, transfer, lease, conveyance, other disposition, dissolution, liquidation, tender offer liquidation or winding winding-up triggering an adjustment to the Conversion Rate pursuant to this Article XIV is expected to become effectiveeffective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities, tender offer securities or other property deliverable upon such reclassification, change, consolidation, merger, binding share exchange, combination, sale, transfer, lease, conveyance, other disposition, dissolution, liquidation, cash liquidation or winding winding-up. Failure to give such notice notice, or any defect therein therein, shall not affect the legality or validity of such dividend, distribution, reclassification, change, consolidation, merger, binding share exchange, combination, sale, transfer, lease, conveyance, other disposition, dissolution, liquidation or winding-up. (NY) 20543/090/INDENTURE/arm.indenture.doc (b) If the proceedings described Securities become convertible, the Company, as soon as practicable, shall provide written notice to each Holder and to the Conversion Agent for the benefit of the Holders, and the Company shall publicly announce, that the Securities have become convertible, stating: (i) the event causing the Securities to become convertible; (ii) the time period during which the Securities will be convertible as a result of that event; (iii) whether an adjustment to the Conversion Rate will take effect in this Sectionconnection with that event or whether the Company has elected to change the Conversion Right; and (iv) the procedures Holders must follow to convert their securities, including the name and address of the Conversion Agent.

Notice in Certain Events. In case: (a) 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 any adjustment pursuant to Section 14.0312.03; (b) the Company shall authorize the granting to all or substantially all the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock Capital Stock of any class or of any other rights; (c) of any reclassification of the Common Stock of the company (other than a subdivision or combination of its outstanding Common Stock), 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; (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; (e) the Company or any Subsidiary of the Company shall commence a tender offer for all or a portion of the Company's outstanding Common Stock (or shall amend any such tender offer); (f) of a consolidation consolidation, merger or merger share exchange to which the company Company is a party and for which approval of any stockholders shareholders of the company Company is required, or of the sale conveyance, sale, transfer or conveyance lease to another Person or entity or group of Persons or entities acting in concert as a partnership, limited partnership, syndicate or other group (within the meaning of Rule 13d-3 under the Securities Notes Exchange Act of 1934) of all or substantially all of the property and assets of the Company; or (g) of any action triggering an adjustment of the Conversion Rate pursuant to this Article XIV 12 not otherwise specified in this Section 14.0612.06; then, in each case, the Company shall cause to be filed with the Trustee and the Conversion Agent for the applicable SecuritiesAgent, and shall cause to be mailed, first class postage prepaid, provided to the Holders of record of applicable securitiesin accordance with Section 14.02, at least 20 days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of any dividend or distribution or grant of rights, options or warrants triggering an adjustment to the Conversion Rate pursuant to this Article XIV12, or, if a record is not to be taken, the date as of which the holders of record of Common Stock entitled to such dividend or distribution, rights, options or warrants are to be determined, or (y) the date on which any reclassification, consolidation, merger, sale, conveyance, dissolution, liquidation, tender offer or winding up triggering an adjustment to the Conversion Rate pursuant to this Article XIV 12 is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities, tender offer cash or other property deliverable upon such reclassification, consolidation, merger, sale, conveyance, dissolution, liquidation, cash tender offer or winding up. The Company shall cause to be filed with the Trustee and the Conversion Agent, and shall cause to be provided to Holders in accordance with Section 14.02, notice of any tender offer by the Company or any Subsidiary for all or any portion of the Common Stock at or about the time that such notice of tender offer is provided to the public generally. Failure to give such notice or any defect therein shall not affect the legality or validity of the proceedings described in this Section.