Common use of Notice of Capital Changes Clause in Contracts

Notice of Capital Changes. If at any time LUMENIS shall offer for subscription pro rata to the holders of shares of LUMENIS Stock any additional shares of any class, other rights or any equity security of any kind, or there shall be any capital reorganization or reclassification of the capital shares of LUMENIS Stock or the consolidation or merger of LUMENIS with, or sale of all or substantially all of its assets to another company or there shall be a voluntary or involuntary dissolution, liquidation or winding up of LUMENIS, or other transaction described in this Paragraph 5, then, in any one or more of said cases, LUMENIS shall give the Optionee, by registered or certified mail, postage prepaid, a written notice containing a brief description of the proposed action and stating the date on which (i) a record is to be taken for the purpose of such subscription or other rights, or (ii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up is to take place, as the case may be. Such notice shall also specify the date as of which the holders of record of shares of LUMENIS Stock shall participate in such subscription rights, or shall be entitled to exchange their shares of LUMENIS Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be. Such written notice shall be given at least fourteen (14) days prior to the action in question, and not less than fourteen (14) days prior to the record date in respect thereto.

Appears in 2 contracts

Samples: Option Agreement (Lumenis LTD), Option Agreement (Lumenis LTD)

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Notice of Capital Changes. If at any time LUMENIS shall offer for subscription pro rata to during the holders term of shares of LUMENIS Stock any additional shares of any class, other rights or any equity security of any kind, or this ------------------------- Warrant there shall be any capital reorganization or reclassification of the capital shares of LUMENIS Stock the Company, or the consolidation or merger of LUMENIS the Company with, or sale of all or substantially all of its assets to another company or there shall be a voluntary or involuntary dissolution, liquidation or winding up of LUMENISthe Company, or other transaction described in this Paragraph 5Section 8, then, in any one or more of said cases, LUMENIS the Company shall give the OptioneeHolder written notice, by registered or certified mail, postage prepaid, a written notice containing a brief description of the proposed action and stating the date on which (i) a record is to be taken for the purpose of such subscription or other rights, or (ii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up is to shall take place, as the case may be. Such notice shall also specify the date as of which the holders of record of shares of LUMENIS Stock Ordinary Shares shall participate in such subscription rights, or shall be entitled to exchange their shares of LUMENIS Stock Ordinary Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be. Such written notice shall be given at least fourteen (14) days prior to the action in question, question and not less than fourteen (14) days prior to the record date in respect thereto.

Appears in 1 contract

Samples: Warrant Agreement (Viryanet LTD)

Notice of Capital Changes. If at any time LUMENIS the Company shall offer for ------------------------- subscription pro rata to the holders of shares of LUMENIS Common Stock any additional --- ---- shares of stock of any class, other rights or any equity security of any kind, or there shall be any capital reorganization or reclassification of the capital shares stock of LUMENIS Stock the Company (including, without limitation, any stock split, stock dividends, recapitalizations, reclassifications or the similar events), or consolidation or merger of LUMENIS the Company with, or sale of all or substantially all of its assets to another company or there shall be a voluntary or involuntary dissolution, liquidation or winding up of LUMENIS, or other transaction described in this Paragraph 5the Company, then, in any one or more of said cases, LUMENIS the Company shall give the OptioneeHolder written notice, by registered or certified mail, postage prepaid, a written notice containing a brief description of the proposed action and stating the date on which which (i) a record is to shall be taken for the purpose of such subscription or other rights, rights or (ii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up is to shall take place, as the case may be. Such notice shall also specify the date as of which the holders of record of shares of LUMENIS Common Stock shall participate in such subscription rights, or shall be entitled to exchange their shares of LUMENIS Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be. Such written notice shall be given at least fourteen (14) 20 days prior to the action in question, question and not less than fourteen (14) 20 days prior to the record date in respect thereto.

Appears in 1 contract

Samples: Warrant Agreement (Medjet Inc)

Notice of Capital Changes. If at any time LUMENIS shall offer for subscription pro rata to during the holders term of shares of LUMENIS Stock any additional shares of any class, other rights or any equity security of any kind, or this ------------------------- Warrant there shall be any capital reorganization or reclassification of the capital shares of LUMENIS Stock the Company, or the consolidation or merger of LUMENIS the Company with, or sale of all or substantially all of its assets to another company or there shall be a voluntary or involuntary dissolution, liquidation or winding up of LUMENISthe Company, or other transaction described in this Paragraph 5Section 7, then, in any one or more of said cases, LUMENIS the Company shall give the OptioneeHolder written notice, by registered or certified mail, postage prepaid, a written notice containing a brief description of the proposed action and stating the date on which (i) a record is to be taken for the purpose of such subscription or other rights, or (ii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up is to shall take place, as the case may be. Such notice shall also specify the date as of which the holders of record of shares of LUMENIS Stock Ordinary Shares shall participate in such subscription rights, or shall be entitled to exchange their shares of LUMENIS Stock Ordinary Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be. Such written notice shall be given at least fourteen (14) days prior to the action in question, question and not less than fourteen (14) days prior to the record date in respect thereto.

Appears in 1 contract

Samples: Warrant Agreement (Viryanet LTD)

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Notice of Capital Changes. If In case at any time LUMENIS time: (a) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution to the holders of its Common Stock; (b) the Company shall offer for subscription pro rata to the holders of shares of LUMENIS its Common Stock any additional shares of any class, other rights or any equity security stock of any kind, class or other rights; (c) there shall be any capital reorganization or reclassification of the capital shares stock of LUMENIS Stock the Company, or the consolidation or merger of LUMENIS the Company with, or sale of all or substantially all of its assets to to, another company corporation; or (d) there shall be a voluntary or involuntary dissolution, liquidation or winding up of LUMENIS, or other transaction described in this Paragraph 5, the Company; then, in any one or more of said such cases, LUMENIS the Company shall give to the Optionee, by registered or certified mail, postage prepaid, a holder of this Warrant: (i) at least 10 days' prior written notice containing a brief description of the proposed action and stating the date on which (i) the books of the Company shall close or a record is to shall be taken for the purpose such dividend, distribution or subscription rights or for determining rights to vote in respect of such subscription or other rights, or (ii) any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up is to up, and (ii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least 20 days' prior written notice of the date when the same shall take place, as the case may be. Such notice in accordance with the foregoing clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (ii) shall also specify the date as of on which the holders of record of shares of LUMENIS Common Stock shall participate in such subscription rights, or shall be entitled to exchange their shares of LUMENIS Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be. Such Each such written notice shall be given at least fourteen (14) days prior by first class mail, postage prepaid, addressed to the action in question, and not less than fourteen (14) days prior to holder of this Warrant at the record date in respect theretoaddress of such holder as shown on the books of the Company.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Ariel Corp)

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