Common use of Notice of Adjustment Event Clause in Contracts

Notice of Adjustment Event. In the event that the Company shall propose to take any action of the type described in this Section 4 (but only if the action of the type described in this Section 4 would result in an adjustment in the Exercise Price or the number of shares of Common Stock into which Warrants are exercisable or a change in the type of securities or property to be delivered upon exercise of Warrants), the Company shall give notice to the holders of Warrants, in the manner set forth in Section 4.9(a), which notice shall specify the record date, if any, with respect to any such action and the approximate date on which such action is to take place. Such notice shall also set forth the facts with respect thereto as shall be reasonably necessary to indicate the effect on the Exercise Price and the number, kind or class of shares or other securities or property which shall be deliverable upon exercise of any Warrants. In the case of any action which would require the fixing of a record date, such notice shall be given at least 10 days prior to the date so fixed, and in case of all other action, such notice shall be given at least 15 days prior to the taking of such proposed action. Without limiting the foregoing, to the extent notice of any of the foregoing actions or events is given to the holders of the Common Stock, such notice shall be provided to the holders of the Warrants on or before such notice to the holders of Common Stock.

Notice of Adjustment Event. In the event that the Company shall propose after the Second Merger Effective Time to take any action of the type described in this Section 4 (but only if the action of the type described in this Section 4 would result in an adjustment in the Exercise Price or the number of shares of Common Stock into which Warrants are exercisable or a change in the type of securities or property to be delivered upon exercise of Warrants), the Company shall give notice to the holders of Warrants, in the manner set forth in Section 4.9(a), which notice shall specify the record date, if any, with respect to any such action and the approximate date on which such action is to take place. Such notice shall also set forth the facts with respect thereto as shall be reasonably necessary to indicate the effect on the Exercise Price and the number, kind or class of shares or other securities or property which shall be deliverable upon exercise of any Warrants. In the case of any action which would require the fixing of a record date, such notice shall be given at least 10 days prior to the date so fixed, and in case of all other action, such notice shall be given at least 15 days prior to the taking of such proposed action. Without limiting the foregoing, to the extent notice of any of the foregoing actions or events is given to the holders of the Common Stock, such notice shall be provided to the holders of the Warrants on or before such notice to the holders of Common Stock.

Notice of Adjustment Event. In the event that the Company Corporation shall propose to take any action of the type described in this Section 4 12 (but only if the action of the type described in this Section 4 12 would result in an adjustment in the Exercise Price or the number of shares of Common Stock Warrant Shares into which Warrants are this Warrant is exercisable or a change in the type of securities or property to be delivered upon exercise of Warrantsthis Warrant), the Company Corporation shall give provide written notice to the holders of Warrants, in the manner set forth in Section 4.9(a)Warrantholder, which notice shall specify the record date, if any, with respect to any such action and the approximate date on which such action is to take place. Such notice shall also set forth the facts with respect thereto as shall be reasonably necessary to indicate the effect on the Exercise Price and the number, kind or class of shares or other securities or property which shall be deliverable upon exercise of any Warrantsthis Warrant. In the case of any action which would require the fixing of a record date, such notice shall be given at least 10 days prior to the date so fixed, and in . In case of all other action, such notice shall be given at least 15 10 days prior to the taking of such proposed action unless the Corporation reasonably determines in good faith that, given the nature of such action. Without limiting , the foregoingprovision of such notice at least 10 days in advance is not reasonably practicable from a timing perspective, to the extent notice of any of the foregoing actions or events is given to the holders of the Common Stock, in which case such notice shall be provided given as far in advance prior to the holders taking of the Warrants on or before such notice to the holders of Common Stockproposed action as is reasonably practicable from a timing perspective.

Notice of Adjustment Event. In the event that the Company Corporation shall propose to take any action of the type described in this Section 4 12 (but only if the action of the type described in this Section 4 12 would result in an adjustment in the Exercise Price or the number of shares of Common Stock Warrant Shares into which Warrants are this Warrant is exercisable or a change in the type of securities or property to be delivered upon exercise of Warrantsthis Warrant), the Company Corporation shall give provide written notice to the holders of Warrants, in the manner set forth in Section 4.9(a)each Warrantholder, which notice shall specify the record date, if any, with respect to any such action and the approximate date on which such action is to take place. Such notice shall also set forth the facts with respect thereto as shall be reasonably necessary to indicate the effect on the Exercise Price and the number, kind or class of shares or other securities or property which shall be deliverable upon exercise of any Warrantsthis Warrant. In the case of any action which would require the fixing of a record date, such notice shall be given at least 10 days prior to the date so fixed, and in . In case of all other action, such notice shall be given at least 15 10 days prior to the taking of such proposed action unless the Corporation reasonably determines in good faith that, given the nature of such action. Without limiting , the foregoingprovision of such notice at least 10 days in advance is not reasonably practicable from a timing perspective, to the extent notice of any of the foregoing actions or events is given to the holders of the Common Stock, in which case such notice shall be provided given as far in advance prior to the holders taking of the Warrants on or before such notice to the holders of Common Stockproposed action as is reasonably practicable from a timing perspective.

Notice of Adjustment Event. In the event that the Company shall propose to take any action of the type described in this Section 4 (but only if the action of the type described in this Section 4 would result in an adjustment in the Exercise Price or the number of shares of Common Stock Warrant Shares into which Warrants are this Warrant is exercisable or a change in the type of securities or property to be delivered upon exercise of Warrantsthis Warrant), the Company shall give notice to the holders of Warrants, in the manner set forth in Section 4.9(a)Holder, which notice shall specify the record date, if any, with respect to any such action and the approximate date on which such action is to take place. Such notice shall also set forth the facts with respect thereto as shall be reasonably necessary to indicate the effect on the Exercise Price and the number, kind or class of shares or other securities or property which shall be deliverable upon exercise of any Warrantsthis Warrant. In the case of any action which would require the fixing of a record date, such notice shall be given at least 10 ten (10) days prior to the date so fixed, and in case of all other action, such notice shall be given at least 15 fifteen (15) days prior to the taking of such proposed action. Without limiting , except if it is impracticable to provide such fifteen (15) days’ prior notice, then the foregoing, Company shall provide such notice as soon as it is reasonably able prior to the extent notice taking of such proposed action. Failure to give such notice, or any defect therein, shall not affect the legality or validity of any of the foregoing actions or events is given to the holders of the Common Stock, such notice shall be provided to the holders of the Warrants on or before such notice to the holders of Common Stockaction.

Notice of Adjustment Event. In the event that the Company shall propose to take any action of the type described in this Section 4 13(a) above or any action of the type described in Section 8(a) of the certificate of designations of the Series M Securities (the “Series M Certificate of Designations”) (but only if the action of the type described in this Section 4 13(a) above or Section 8(a) of the Series M Certificate of Designations would result in an adjustment in the Exercise Price Rate or the number of shares of Common Stock into which Warrants are exercisable or a change in the type of securities or property to be delivered upon exercise of WarrantsConversion Rate, respectively), the Company shall give notice to the holders of WarrantsWarrantholder, in the manner set forth in the Section 4.9(a13(g), which notice shall specify the record dateRecord Date, if any, with respect to any such action and the approximate date on which such action is to take place. Such If the proposed action is of the type described in Section 13(a) above, such notice shall also set forth the facts with respect thereto as shall be reasonably necessary to indicate the effect on the Exercise Price Rate and the number, kind or class number of shares or other securities or property which shall be deliverable upon exercise of any Warrantsthis Warrant. In the case of any action which would require the fixing of a record dateRecord Date, such notice shall be given at least 10 days prior to the date so fixed, and in case of all other action, such notice shall be given at least 15 days prior to the taking of such proposed action. Without limiting Failure to give such notice, or any defect therein, shall not affect the foregoing, to the extent notice legality or validity of any of the foregoing actions or events is given to the holders of the Common Stock, such notice shall be provided to the holders of the Warrants on or before such notice to the holders of Common Stockaction.

Notice of Adjustment Event. In the event that the Company shall propose to take any action of the type described in this Section 4 12 (but only if the action of the type described in this Section 4 12 would result in an adjustment in the Exercise Price or the number of shares of Common Stock Warrant Shares into which Warrants are this Warrant is exercisable or a change in the type of securities or property to be delivered upon exercise of Warrantsthis Warrant), the Company shall give provide written notice to the holders of Warrants, in the manner set forth in Section 4.9(a)Warrantholder, which notice shall specify the record date, if any, with respect to any such action and the approximate date on which such action is to take place. Such notice shall also set forth the facts with respect thereto as shall be reasonably necessary to indicate the effect on the Exercise Price and the number, kind or class of shares or other securities or property which shall be deliverable upon exercise of any Warrantsthis Warrant. In the case of any action which would require the fixing of a record date, such notice shall be given at least 10 days prior to the date so fixed, and in . In case of all other action, such notice shall be given at least 15 10 days prior to the taking of such proposed action unless the Company reasonably determines in good faith that, given the nature of such action. Without limiting , the foregoingprovision of such notice at least 10 days in advance is not reasonably practicable from a timing perspective, to the extent notice of any of the foregoing actions or events is given to the holders of the Common Stock, in which case such notice shall be provided given as far in advance prior to the holders taking of the Warrants on or before such notice to the holders of Common Stockproposed action as is reasonably practicable from a timing perspective.

Notice of Adjustment Event. In the event that the Company shall propose to take any action of the type described in this Section 4 (but only if the action of the type described in this Section 4 would result in an adjustment in the Exercise Price or the number of shares of Common Stock into which Warrants are exercisable or a change in the type of securities or property to be delivered upon exercise of Warrants), the Company shall give notice to the holders of Warrants, in the manner set forth in Section 4.9(a4.8(a), which notice shall specify the record date, if any, with respect to any such action and the approximate date on which such action is to take place. Such notice shall also set forth the facts with respect thereto as shall be reasonably necessary to indicate the effect on the Exercise Price and the number, kind or class of shares or other securities or property which shall be deliverable upon exercise of any Warrants. In the case of any action which would require the fixing of a record date, such notice shall be given at least 10 days prior to the date so fixed, and in case of all other action, such notice shall be given at least 15 days prior to the taking of such proposed action. Without limiting the foregoing, to the extent notice of any of the foregoing actions or events is given to the holders of the Common Stock, such notice shall be provided to the holders of the Warrants on or before such notice to the holders of Common Stock.

Notice of Adjustment Event. In the event that the Company shall propose to take any action of the type described in this Section 4 12 (but only if the action of the type described in this Section 4 12 would result in an adjustment in the Exercise Price or the number of shares of Common Stock Warrant Shares into which Warrants are this Warrant is exercisable or a change in the type of securities or property to be delivered upon exercise of Warrantsthis Warrant), the Company shall give provide written notice to the holders of Warrants, in the manner set forth in Section 4.9(a)each Warrantholder, which notice shall specify the record date, if any, with respect to any such action and the approximate date on which such action is to take place. Such notice shall also set forth the facts with respect thereto as shall be reasonably necessary to indicate the effect on the Exercise Price and the number, kind or class of shares or other securities or property which shall be deliverable upon exercise of any Warrantsthis Warrant. In the case of any action which would require the fixing of a record date, such notice shall be given at least 10 ten (10) days prior to the date so fixed, and in . In case of all other action, such notice shall be given at least 15 ten (10) days prior to the taking of such proposed action unless the Company reasonably determines in good faith that, given the nature of such action. Without limiting , the foregoingprovision of such notice at least ten (10) days in advance is not reasonably practicable from a timing perspective, to the extent notice of any of the foregoing actions or events is given to the holders of the Common Stock, in which case such notice shall be provided given as far in advance prior to the holders taking of the Warrants on or before such notice to the holders of Common Stockproposed action as is reasonably practicable from a timing perspective.

Notice of Adjustment Event. In the event that the Company shall propose to take any action of the type described in this Section 4 11 (but only if the action of the type described in this Section 4 11 would result in an adjustment in the Exercise Price or the number of shares of Common Stock Warrant Shares into which Warrants are this Warrant is exercisable or a change in the type of securities or property to be delivered upon exercise of Warrantsthis Warrant), the Company shall give provide written notice to the holders of Warrants, in the manner set forth in Section 4.9(a)Warrantholder, which notice shall specify the record date, if any, with respect to any such action and the approximate date on which such action is to take place. Such notice shall also set forth the facts with respect thereto as shall be reasonably necessary to indicate the effect on the Exercise Price and the number, kind kind, or class of shares or other securities or property which shall be deliverable upon exercise of any Warrantsthis Warrant. In the case of any action which would require the fixing of a record date, such notice shall be given at least 10 ten days prior to the date so fixed, and in . In case of all other actionactions, such notice shall be given at least 15 ten days prior to the taking of such proposed action unless the Company reasonably determines in good faith that, given the nature of such action. Without limiting , the foregoingprovision of such notice at least ten days in advance is not reasonably practicable from a timing perspective, to the extent notice of any of the foregoing actions or events is given to the holders of the Common Stock, in which case such notice shall be provided given as far in advance prior to the holders taking of the Warrants on or before such notice to the holders of Common Stockproposed action as is reasonably practicable from a timing perspective.

Notice of Adjustment Event. In the event that the Company Corporation shall propose to take any action of the type described in this Section 4 12 (but only if the action of the type described in this Section 4 12 would result in an adjustment in the Exercise Price or the number of shares of Common Stock Warrant Shares into which Warrants are this Warrant is exercisable or a change in the type of securities or property to be delivered upon exercise of Warrantsthis Warrant), the Company Corporation shall give provide written notice to the holders of Warrants, in the manner set forth in Section 4.9(a)Warrantholder, which notice shall specify the record date, if any, with respect to any such action and the approximate date on which such action is to take place. Such notice shall also set forth the facts with respect thereto as shall be reasonably necessary to indicate the effect on the Exercise Price and the number, kind or class of shares or other securities or property which shall be deliverable upon exercise of any Warrantsthis Warrant. In the case of any action which would require the fixing of a record date, such notice shall be given at least 10 days prior to the date so fixed, and in . In case of all other action, such notice shall be given at least 15 10 days prior to the taking of LA_LAN01:342544.5 such proposed action unless the Corporation reasonably determines in good faith that, given the nature of such action, the provision of such notice at least 10 days in advance is not reasonably practicable from a timing perspective, in which case such notice shall be given as far in advance prior to the taking of such proposed action. Without limiting the foregoing, to the extent notice of any of the foregoing actions or events action as is given to the holders of the Common Stock, such notice shall be provided to the holders of the Warrants on or before such notice to the holders of Common Stockreasonably practicable from a timing perspective.

Notice of Adjustment Event. In the event that the Company shall propose to take any action of the type described in this Section 4 4.4 (but only if the action of the type described in this Section 4 4.4 would result in an adjustment in the Exercise Price that would be payable or the number of shares of Common Stock Warrant Shares into which Warrants are a Subsequent Warrant would be exercisable or a change in the type of securities or property to be delivered upon exercise of Warrantssuch Subsequent Warrant), the Company shall give provide written notice to the holders of Warrants, in the manner set forth in Section 4.9(a)Amazon, which notice shall specify the record date, if any, with respect to any such action and the approximate date on which such action is to take place. Such notice shall also set forth the facts with respect thereto as shall be reasonably necessary to indicate the effect on the Exercise Price and the number, kind or class of shares or other securities or property which shall be deliverable upon exercise of any Warrantssuch Subsequent Warrant. In the case of any action which would require the fixing of a record date, such notice shall be given at least 10 ten (10) days prior to the date so fixed, and in . In case of all other action, such notice shall be given at least 15 ten (10) days prior to the taking of such proposed action unless the Company reasonably determines in good faith that, given the nature of such action. Without limiting , the foregoingprovision of such notice at least ten (10) days in advance is not reasonably practicable from a timing perspective, to the extent notice of any of the foregoing actions or events is given to the holders of the Common Stock, in which case such notice shall be provided given as far in advance prior to the holders taking of the Warrants on or before such notice to the holders of Common Stockproposed action as is reasonably practicable from a timing perspective.

Notice of Adjustment Event. In the event that the Company shall propose to take any action of the type described in this Section 4 14 (but only if the action of the type described in this Section 4 14 would result in an adjustment in the Exercise Price or the number of shares of Common Stock Shares into which Warrants are this Warrant is exercisable or a change in the type of securities or property to be delivered upon exercise of Warrantsthis Warrant), the Company shall give provide written notice to the holders Warrantholders, by e-mail (provided that no “error message” or other notification of Warrants, non-delivery is generated) or by first-class mail at their addresses in the manner set forth in Section 4.9(a)Warrant registry, which notice shall specify the record date, if any, with respect to any such action and the approximate date on which such action is to take place. Such notice shall also set forth the facts with respect thereto as shall be reasonably necessary to indicate the effect on the Exercise Price and the number, kind or class of shares or other securities or property which shall be deliverable upon exercise of any Warrantsthis Warrant. In the case of any action which would require the fixing of a record date, such notice shall be given at least 10 days prior to the date so fixed, and in case of all other action, such notice shall be given at least 15 days prior to the taking of such proposed action. Without limiting Failure to give such notice, or any defect therein, shall not affect the foregoing, to the extent notice legality or validity of any of the foregoing actions or events is given to the holders of the Common Stock, such notice shall be provided to the holders of the Warrants on or before such notice to the holders of Common Stockaction.

Notice of Adjustment Event. In the event that the Company shall propose to take any action of the type described in this Section 4 13(a) above or, after the Initial Exercise Date, any action of the type described in Section 8(a) of the certificate of designations of the Series M Securities (the “Series M Certificate of Designations”) (but only if the action of the type described in this Section 4 13(a) above or Section 8(a) of the Series M Certificate of Designations would result in an adjustment in the Exercise Price Rate or the number of shares of Common Stock into which Warrants are exercisable or a change in the type of securities or property to be delivered upon exercise of WarrantsConversion Rate, respectively), the Company shall give notice to the holders of WarrantsWarrantholder, in the manner set forth in Section 4.9(a13(g), which notice shall specify the record dateRecord Date, if any, with respect to any such action and the approximate date on which such action is to take place. Such If the proposed action is of the type described in Section 13(a) above, such notice shall also set forth the facts with respect thereto as shall be reasonably necessary to indicate the effect on the Exercise Price Rate and the number, kind or class number of shares or other securities or property which shall be deliverable upon exercise of any Warrantsthis Warrant. In the case of any action which would require the fixing of a record dateRecord Date, such notice shall be given at least 10 days prior to the date so fixed, and in case of all other action, such notice shall be given at least 15 days prior to the taking of such proposed action. Without limiting Failure to give such notice, or any defect therein, shall not affect the foregoing, to the extent notice legality or validity of any of the foregoing actions or events is given to the holders of the Common Stock, such notice shall be provided to the holders of the Warrants on or before such notice to the holders of Common Stockaction.

Notice of Adjustment Event. In the event that the Company shall propose to take any action of the type described in this Section 4 12 (but only if the action of the type described in this Section 4 12 would result in an adjustment in the Exercise Price or the number of shares of Common Stock Warrant Shares into which Warrants are this Warrant is exercisable or a change in the type of securities or property to be delivered upon exercise of Warrantsthis Warrant), the Company shall give provide written notice to the holders of Warrants, in the manner set forth in Section 4.9(a)Warrantholder, which notice shall specify the record date, if any, with respect to any such action and the approximate date on which such action is to take place. Such notice shall also set forth the facts with respect thereto as shall be reasonably necessary to indicate the effect on the Exercise Price and the number, kind or class of shares or other securities or property which shall be deliverable upon exercise of any Warrantsthis Warrant. In the case of any action which would require the fixing of a record date, such notice shall be given at least 10 days prior to the date so fixed, and in . In case of all other actionactions, such notice shall be given at least 15 10 days prior to the taking of such proposed action unless the Company reasonably determines in good faith that, given the nature of such action. Without limiting , the foregoingprovision of such notice at least 10 days in advance is not reasonably practicable from a timing perspective, to the extent notice of any of the foregoing actions or events is given to the holders of the Common Stock, in which case such notice shall be provided given as far in advance prior to the holders taking of the Warrants on or before such notice to the holders of Common Stockproposed action as is reasonably practicable from a timing perspective.

Notice of Adjustment Event. In the event that the Company Corporation shall propose to take any action of the type described in this Section 4 (but only if the action of the type described in this Section 4 would result in an adjustment in the Exercise Price or the number of shares of Common Stock Shares into which Warrants are each Warrant is exercisable or a change in the type of securities or property to be delivered upon exercise of Warrantsa Warrant), the Company Corporation shall give written notice to the holders of WarrantsWarrant Agent and Warrantholder, in the manner set forth in Section 4.9(a)4.7, which notice shall specify the record date, if any, with respect to any such action and the approximate date on which such action is to take place. Such notice shall also set forth the facts with respect thereto as shall be reasonably necessary to indicate the effect on the Exercise Price and the number, kind or class of shares or other securities or property which shall be deliverable upon exercise of any Warrantsthis Warrant. In the case of any action which would require the fixing of a record date, such notice shall be given at least 10 days prior to the date so fixed, and in case of all other action, such notice shall be given at least 15 days prior to the taking of such proposed action. Without limiting , except if it is impracticable to provide such 15 days’ prior notice, then the foregoing, Corporation shall provide such notice as soon as it is reasonably able prior to the extent notice taking of such proposed action. Failure to give such notice, or any defect therein, shall not affect the legality or validity of any of the foregoing actions or events is given to the holders of the Common Stock, such notice shall be provided to the holders of the Warrants on or before such notice to the holders of Common Stockaction.

Notice of Adjustment Event. In the event that the Company Corporation shall propose to take any action of the type described in this Section 4 5.4 (but only if the action of the type described in this Section 4 5.4 would reasonably be expected to result in an adjustment in the Exercise Conversion Price or the number of shares of Common Stock into which Warrants are exercisable or a change in the type of securities or property to be delivered upon exercise conversion of Warrantsshares of Series A Convertible Preferred Stock), the Company Corporation shall give notice to the holders of Warrantseach holder, in the manner set forth in Section 4.9(a5.4(viii), which notice shall specify the record date, if any, with respect to any such action and the approximate date on which such action is to take place. Such notice shall also set forth the facts with respect thereto as shall be reasonably necessary to indicate the effect on the Exercise Conversion Price and the number, kind or class of shares or other securities or property which shall be deliverable upon exercise conversion of any Warrantsshares of Series A Convertible Preferred Stock. In the case of any action which would require the fixing of a record date, such notice shall be given at least 10 ten (10) days prior to the date so fixed, and in case of all other action, such notice shall be given at least 15 ten (10) days prior to the taking of such proposed action. Without limiting Failure to give such notice, or any defect therein, shall not affect the foregoinglegality or validity of any such action, but shall not affect any claims or rights resulting from the failure to properly provide such notice pursuant to this Certificate of Designation. The Corporation will be deemed to have provided the notice required pursuant to this Section 5.4(ix) if the Corporation furnishes or files such information with the Securities and Exchange Commission via the XXXXX (or successor) filing system and such information is publicly available not less than ten (10) days prior to the extent notice date so fixed or the taking of any of the foregoing actions or events is given to the holders of the Common Stocksuch proposed action, such notice shall be provided to the holders of the Warrants on or before such notice to the holders of Common Stockas applicable.