Common use of Notice of Capital Changes Clause in Contracts

Notice of Capital Changes. In case: (i) the Company shall declare any dividend or distribution payable to the holders of its Common Stock; (ii) there shall be any capital reorganization or reclassification of the capital stock of the Company (other than for purposes of a change in domicile), or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation or business organization in which the holders of the Company’s voting securities before the transaction beneficially own less than 50% of the voting securities of the surviving entity; or (iii) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of said cases, the Company shall give the holder of this Warrant written notice, in the manner set forth in subparagraph (d) below, of the date on which a record shall be taken for such dividend, or distribution or for determining stockholders entitled to vote upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up and of the date when any such transaction shall take place, as the case may be. Such written notice shall be given at least 10 days prior to the transaction in question and not less than 10 days prior to the record date in respect thereof.

Appears in 6 contracts

Samples: Warrant Agreement (AccelPath, Inc.), Warrant Agreement (AccelPath, Inc.), Warrant Agreement (AccelPath, Inc.)

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Notice of Capital Changes. In case: (i) i. the Company shall declare any dividend or distribution payable to the holders of its Common Stock; (ii) . there shall be any capital reorganization or reclassification of the capital stock of the Company (other than for purposes of a change in domicile), or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation or business organization in which the holders of the Company’s voting securities before the transaction beneficially own less than 50% of the voting securities of the surviving entity; or (iii) . there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of said cases, the Company shall give the holder of this Warrant written notice, in the manner set forth in subparagraph (d) below, of the date on which a record shall be taken for such dividend, or distribution or for determining stockholders entitled to vote upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up and of the date when any such transaction shall take place, as the case may be. Such written notice shall be given at least 10 days prior to the transaction in question and not less than 10 days prior to the record date in respect thereof.

Appears in 3 contracts

Samples: Warrant to Purchase Common Stock (AccelPath, Inc.), Warrant to Purchase Common Stock (AccelPath, Inc.), Warrant to Purchase Common Stock (AccelPath, Inc.)

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Notice of Capital Changes. In case: (i) the Company shall declare any dividend or distribution payable to the holders of its Common Stock; (ii) there shall be any capital reorganization or reclassification of the capital stock of the Company (other than for purposes of a change in domicile), or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation or business organization in which the holders of the Company’s 's voting securities before the transaction beneficially own less than 50% of the voting securities of the surviving entity; or (iii) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of said cases, the Company shall give the holder of this Warrant written notice, in the manner set forth in subparagraph (d) below, of the date on which a record shall be taken for such dividend, or distribution or for determining stockholders entitled to vote upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up and of the date when any such transaction shall take place, as the case may be. Such written notice shall be given at least 10 days prior to the transaction in question and not less than 10 days prior to the record date in respect thereof.

Appears in 1 contract

Samples: Warrant Agreement (AccelPath, Inc.)

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