Common use of Notice of Certain Actions Clause in Contracts

Notice of Certain Actions. If at any time the Company proposes: (a) To declare any dividend, whether payable in cash or in stock or other property, upon its Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant, or to make any other special dividend or distribution to the holders of its Common Stock or to the holders of any other class of its securities purchasable upon exercise of this Warrant; (b) To offer for subscription prorata to the holders of its Common Stock or to the holders of any other class of its securities purchasable upon exercise of this Warrant any additional shares of stock of any class or any other rights; (c) To engage in any capital reorganization or reclassification of the capital stock of the Company, any consolidation or merger involving the Company, or any sale of all or substantially all of the Company’s assets in any one transaction or series of related transaction; or (d) To engage in a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in each of such cases, the Company shall give written notice to the registered Holder in accordance with Section 19 hereof, specifying, as the case may be, (i) in the case of a proposed dividend, distribution, subscription or other right, the date on which the books of the Company shall close or a record shall be taken for the purpose thereof, the amount, character and terms thereof, and the date on which it is proposed that the dividend, distribution, subscription or other right will be distributed, and (ii) in case of a proposed reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, the date (if any) on which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event is to take place, and the date on which the holders of the applicable class of securities of the Company shall be entitled to exchange their shares for securities or other property deliverable upon such event. Such notice shall be given at least twenty (20) days prior to the record date or proposed effective date, whichever is earlier, for the event specified in the notice, and the registered Holder shall use its best efforts to respond to such notice as promptly as reasonably possible after the receipt thereof.

Notice of Certain Actions. If at any time In the event the Company proposes: shall (a) To declare any dividend, whether dividend payable in cash or in stock or other property, upon its Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant, or to make any other special dividend or distribution to the holders of its Common Stock Shares or to the holders of make any other class of its securities purchasable upon exercise of this Warrant; (b) To offer for subscription prorata distribution in property other than cash to the holders of its Common Stock or Shares, (b) offer to the holders of its Common Shares rights to subscribe for or purchase any other class of its securities purchasable upon exercise of this Warrant any additional shares of stock of any class of stock or any other rights; rights or options, or (c) To engage in effect any reclassification of its Common Shares (other than a reclassification involving merely the subdivision or combination of outstanding Common Shares) or any capital reorganization or reclassification any consolidation, amalgamation, merger or other combination (other than a consolidation, amalgamation, merger or other combination in which no distribution of the capital stock securities or other property is made to holders of the CompanyCommon Shares) or any sale, any consolidation transfer or merger involving the Companyother disposition of its property, assets and business substantially as an entirety, or any sale of all the liquidation, dissolution or substantially all of the Company’s assets in any one transaction or series of related transaction; or (d) To engage in a voluntary or involuntary dissolution, liquidation or winding-winding up of in the Company; then, in each of such casescase, the Company shall give written cause notice of such proposed action to the registered be mailed to each Holder in accordance with Section 19 hereof, specifying, as the case may be, at least thirty (i30) in the case of a proposed dividend, distribution, subscription or other right, days prior to such action. Such notice shall specify the date on which the books of the Company shall close close, or a record shall be taken taken, for the purpose thereofdetermining holders of Common Shares entitled to receive such stock dividend or other distribution or such rights or options, the amount, character and terms thereof, and or the date on which it is proposed that the dividendsuch reclassification, distribution, subscription or other right will be distributed, and (ii) in case of a proposed reorganization, reclassificationconsolidation, consolidationamalgamation, combination, merger, sale, transfer, other disposition, liquidation, dissolution, liquidation winding up or winding-upexchange shall take place or commence , as the date (if any) on which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event is to take placecase may be, and the date on as of which the it is expected that holders of the applicable class record of securities of the Company Common Shares shall be entitled to exchange their shares for receive securities or other property deliverable upon such eventaction, if any such date has been fixed. Such notice shall be given mailed in the case of any action covered by paragraph (a) and (b) of this Section 15, at least twenty ten (2010) days prior to the record date for determining holders of the Common Shares for purposes of receiving such payment or proposed effective dateoffer, whichever is earlier, for the event specified and in the noticecase of any action covered by this paragraph (c), and at least ten (10) days prior to the registered Holder shall use its best efforts record date to respond determine holders of Common Shares entitled to receive such notice as promptly as reasonably possible after the receipt thereofsecurities or other property.

Notice of Certain Actions. If at any time In the event the Company proposesshall: (ai) To declare any dividend, whether dividend payable in cash or in stock or other property, upon its Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant, or to make any other special dividend or distribution to the holders of its Common Stock or make any other distribution in property other than cash to the holders of any other class of its securities purchasable upon exercise of this Warrant;Common Stock; or (bii) To offer for subscription prorata to the holders of its Common Stock rights to subscribe for or to the holders of purchase any other class of its securities purchasable upon exercise of this Warrant any additional shares of stock of any class of stock or any other rights;rights or options; or (ciii) To engage in effect any reclassification of its Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization or reclassification of the capital stock of the Company, any consolidation or merger involving the Company(other than a merger in which no distribution of securities or other property is made to holders of Common Stock), or any sale sale, transfer or other disposition of all its property, assets and business substantially as an entirety, or substantially all of the Company’s assets in any one transaction liquidation, dissolution or series of related transaction; or (d) To engage in a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then, then in each of such casescase, the Company shall give written cause notice of such proposed action to be mailed to the registered Holder holder of this Warrant as hereinafter set forth in accordance with this Section 19 hereof, specifying, as the case may be, (i) in the case of a proposed dividend, distribution, subscription or other right, 7(f). Such notice shall specify the date on which the books of the Company shall close close, or a record shall be taken taken, for determining the purpose thereofholders of Common Stock entitled to receive such stock dividend or other distribution or such rights or options, the amount, character and terms thereof, and or the date on which it is proposed that the dividendsuch reclassification, distribution, subscription or other right will be distributed, and (ii) in case of a proposed reorganization, reclassification, consolidation, merger, sale, transfer, other disposition, liquidation, dissolution, liquidation winding up or winding-upexchange shall take place or commence, as the date (if any) on which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event is to take placecase may be, and the date on as of which the it is expected that holders of the applicable class record of securities of the Company Common Stock shall be entitled to exchange their shares for receive securities or other property deliverable upon such eventaction, if any such date has been fixed. Such notice shall be given mailed in the case of any action covered by paragraph (i) or (ii) of this Section 7(f), at least twenty ten (2010) days prior to the record date for determining holders of the Common Stock for purposes of receiving such payment or proposed effective dateoffer, whichever is earlierand, for the event specified in the noticecase of any action covered by paragraph (iii), and at least ten (10) days prior to the registered Holder shall use its best efforts earlier of the date upon which such action is to respond take place or any record date to determine holders of Common Stock entitled to receive such notice as promptly as reasonably possible after the receipt thereofsecurities or other property.

Notice of Certain Actions. If at any time In the event the Company proposes: shall (a) To declare any dividend, whether dividend payable in cash or in stock or other property, upon its Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant, or to make any other special dividend or distribution to the holders of its Common Stock Shares or to the holders of make any other class of its securities purchasable upon exercise of this Warrant; (b) To offer for subscription prorata distribution in property other than cash to the holders of its Common Stock or Shares, (b) offer to the holders of its Common Shares rights to subscribe for or purchase any other class of its securities purchasable upon exercise of this Warrant any additional shares of stock of any class of stock or any other rights; rights or options, or (c) To engage in effect any reclassification of its Common Shares (other than a reclassification involving merely the subdivision or combination of outstanding Common Shares) or any capital reorganization or reclassification any consolidation, amalgamation, merger or other combination (other than a consolidation, amalgamation, merger or other combination in which no distribution of the capital stock securities or other property is made to holders of the CompanyCommon Shares) or any sale, any consolidation transfer or merger involving the Companyother disposition of its property, assets and business substantially as an entirety, or any sale of all the liquidation, dissolution or substantially all of the Company’s assets in any one transaction or series of related transaction; or (d) To engage in a voluntary or involuntary dissolution, liquidation or winding-winding up of in the Company; then, in each of such casescase, the Company shall give written cause notice of such proposed action to the registered be mailed to each Holder in accordance with Section 19 hereof, specifying, as the case may be, at least thirty (i30) in the case of a proposed dividend, distribution, subscription or other right, days prior to such action. Such notice shall specify the date on which the books of the Company shall close close, or a record shall be taken taken, for the purpose thereofdetermining holders of Common Shares entitled to receive such stock dividend or other distribution or such rights or options, the amount, character and terms thereof, and or the date on which it is proposed that the dividendsuch reclassification, distribution, subscription or other right will be distributed, and (ii) in case of a proposed reorganization, reclassificationconsolidation, consolidationamalgamation, combination, merger, sale, transfer, other disposition, liquidation, dissolution, liquidation winding up or winding-upexchange shall take place or commence , as the date (if any) on which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event is to take placecase may be, and the date on as of which the it is expected that holders of the applicable class record of securities of the Company Common Shares shall be entitled to exchange their shares for receive securities or other property deliverable upon such eventaction, if any such date has been fixed. Such notice shall be given mailed in the case of any action covered by paragraph (a) and (b) of this Section 16, at least twenty ten (2010) days prior to the record date for determining holders of the Common Shares for purposes of receiving such payment or proposed effective dateoffer, whichever is earlier, for the event specified and in the noticecase of any action covered by this paragraph (c), and at least ten (10) days prior to the registered Holder shall use its best efforts record date to respond determine holders of Common Shares entitled to receive such notice as promptly as reasonably possible after the receipt thereofsecurities or other property.

Notice of Certain Actions. If the Company shall propose at any time the Company proposestime: (ai) To to declare any dividenddividend or distribution upon any class or series of its stock, whether payable in cash or in cash, property, stock or other propertysecurities, upon its Common Stock whether or upon any other class not a regular cash dividend and whether or not out of its securities purchasable upon exercise of this Warrant, earnings or earned surplus; (ii) to make any other special dividend or distribution to the holders of its Common Stock or offer for subscription pro rata to the holders of any other class or series of its securities purchasable upon exercise of this Warrant; (b) To offer for subscription prorata to the holders of its Common Stock or to the holders of any other class of its securities purchasable upon exercise of this Warrant stock any additional shares of stock of any class or any series or other rights; (ciii) To engage to effect any reclassification or recapitalization of its Common Stock outstanding involving a change in the Common Stock; (iv) to merge or consolidate with or into any capital reorganization or reclassification of the capital stock of the Company, any consolidation or merger involving the Companyother corporation, or any sale of sell, lease or convey all or substantially all of its assets or property, or to liquidate, dissolve or wind up, whether voluntary or involuntary; (v) to amend or repeal any provision of, or add any provision to, the Company’s assets in any one transaction Certificate of Incorporation or series By-laws which would increase or decrease the number of related transactionshares of the Common Stock authorized; or (dvi) To engage in to authorize or issue shares of any class or series of stock having any preference or priority as to dividends or assets superior to or on a voluntary parity with any such preference or involuntary dissolution, liquidation or winding-up priority of the CompanyCommon Stock, or authorize or issue any bonds, debentures, notes or other obligations convertible into or exchangeable for, or having preferences or priority as to dividends or assets superior to or on a parity with any such performance or priority of the Common Stock; then, then in connection with each of such casesevent, the Company shall give send to the Holder of this Warrant: (1) at least 10 days prior written notice to the registered Holder in accordance with Section 19 hereof, specifying, as the case may be, (i) in the case of a proposed dividend, distribution, subscription or other right, the date on which the books of the Company shall close or a record shall be taken for the purpose thereof, the amount, character and terms thereof, and the date on which it is proposed that the such dividend, distribution, distribution or subscription or other right will be distributed, rights (and (ii) in case of a proposed reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, the date (if any) on which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event is to take place, and specifying the date on which the holders of the applicable class of securities Common Stock shall be entitled thereto) or for determining rights to vote in respect of the Company matters referred to in (i) and (ii) above; (2) in the case of the matters referred to in (iii) and (vi) above, at least 10 days prior written notice of the date for the determination of stockholders entitled to vote thereon (and specifying the date on which the holders of Common Stock shares shall be entitled to exchange their shares Common Stock for securities or other property deliverable upon the occurrence of such event); and (3) prompt notice of any material change in the terms of the transactions described in (i) and (vi) above. Such Each such written notice shall be delivered personally or given at least twenty (20) days prior by first class mail, postage prepaid, addressed to the record date or proposed effective date, whichever is earlier, holders of the Warrants at the address for each such holder as shown on the event specified in books of the notice, and the registered Holder shall use its best efforts to respond to such notice as promptly as reasonably possible after the receipt thereofCompany.

Notice of Certain Actions. If In case at any time the Company proposesshall propose: (a) To declare to pay any dividend, whether payable dividend or make any distribution on shares of Common Stock in cash or in stock or other property, upon its shares of Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant, or to make any other special dividend or distribution (other than regularly scheduled cash dividends which are not in a greater amount per share than the most recent such cash dividend) to the all holders of its Common Stock or to the holders of any other class of its securities purchasable upon exercise of this Warrant;Stock; or (b) To offer for subscription prorata to the issue any rights, warrants or other securities to all holders of its Common Stock or entitling them to the holders of any other class of its securities purchasable upon exercise of this Warrant purchase any additional shares of stock of any class Common Stock or any other rights;, warrants or other securities; or (c) To engage to effect any consolidation, merger, sale, lease, or conveyance of property, described in any capital reorganization or reclassification of the capital stock of the Company, any consolidation or merger involving the CompanySection 4.6, or any sale reclassification or change of all or substantially all outstanding shares of the Company’s assets Common Stock, described in any one transaction or series of related transactionSection 4.7; or (d) To engage in a voluntary or involuntary dissolutionto effect any liquidation, liquidation dissolution or winding-up of the Company; or (e) to take any other action which would cause an adjustment to the Exercise Price; then, in each of such casescase, the Company shall give written cause notice of such proposed action to be mailed to the registered Holder in accordance with Section 19 hereof, specifying, as the case may be, (i) in the case of a proposed dividend, distribution, subscription or other right, Warrant Agent. Such notice shall specify the date on which the books of the Company shall close close, or a record shall be taken taken, for the purpose thereofdetermining holders of Common Stock entitled to receive such stock dividend or other distribution or such rights or warrants, the amount, character and terms thereof, and or the date on which it is proposed that the dividendsuch reclassification, distribution, subscription or other right will be distributed, and (ii) in case of a proposed reorganization, reclassificationchange, consolidation, merger, sale, lease, other disposition, liquidation, dissolution, liquidation winding up or winding-upexchange or other action shall take place or commence, as the date (if any) on which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event is to take placecase may be, and the date on as of which the it is expected that holders of the applicable class record of securities of the Company Common Stock shall be entitled to exchange their shares for receive securities or other property deliverable upon such eventaction, if any such date has been fixed. The Company shall cause copies of such notice to be mailed to each registered holder of a Warrant Certificate. Such notice shall be given mailed, in the case of any action covered by Subsection 4.10(a) or 4.10(b) above, at least twenty (20) 15 days prior to the record date for determining holders of the Common Stock for purposes of receiving such payment or proposed effective date, whichever is earlier, for the event specified offer; in the noticecase of any action covered by Subsection 4.10(c) or 4.10(d) above, at least 15 days prior to the earlier of the date upon which such action is to take place or any record date to determine holders of Common Stock entitled to receive such securities or other property; and in the registered Holder shall use its best efforts to respond to case of any action covered by Subsection 4.10(e) above, no more than 15 days after such notice as promptly as reasonably possible after the receipt thereofaction.

Notice of Certain Actions. If at any time In the event the Company proposes:shall ------------------------- (a) To declare any dividend, whether dividend payable in cash or in stock or other property, upon its Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant, or to make any other special dividend or distribution to the holders of its Common Stock or make any other distribution in property other than cash to the holders of any other class of its securities purchasable upon exercise of this Warrant; Common Stock, (b) To offer for subscription prorata to the holders of its Common Stock rights to subscribe for or to the holders of purchase any other class of its securities purchasable upon exercise of this Warrant any additional shares of stock of any class of stock or any other rights; rights or options, or (c) To engage in effect any reclassification of its Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization or reclassification of the capital stock of the Company, any consolidation or merger involving the Company(other than a merger in which no distribution of securities or other property is made to holders of Common Stock) or any sale, transfer or other disposition of its property, assets and business substantially as an entirety, or any sale of all the liquidation, dissolution or substantially all of the Company’s assets in any one transaction or series of related transaction; or (d) To engage in a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then, in each of such casescase, the Company shall give written cause notice of such proposed action to the registered be mailed to each Holder in accordance with Section 19 hereofat least thirty (30) days prior to such action; provided, specifyinghowever, as the case may be, (i) -------- ------- that in the case event that the Company provides public notice of a proposed dividendsuch action specifying the information set forth below at least fifteen (15) days prior to such action, distribution, subscription or other right, the Company shall be deemed to have satisfied its obligation to provide notice pursuant to this Section 3.7. Such notice shall specify the date on which the books of the Company shall close close, or a record shall be taken taken, for the purpose thereofdetermining holders of Common Stock entitled to receive such stock dividend or other distribution or such rights or options, the amount, character and terms thereof, and or the date on which it is proposed that the dividendsuch reclassification, distribution, subscription or other right will be distributed, and (ii) in case of a proposed reorganization, reclassification, consolidation, merger, sale, transfer, other disposition, liquidation, dissolution, liquidation winding up or winding-upexchange shall take place or commence, as the date (if any) on which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event is to take placecase may be, and the date on as of which the it is expected that holders of the applicable class record of securities of the Company Common Stock shall be entitled to exchange their shares for receive securities or other property deliverable upon such eventaction, if any such date has been fixed. Such notice shall be given mailed in the case of any action covered by paragraph (a) or (b) of this Section 3.7, at least twenty ten (2010) days prior to the record date for determining holders of the Common Stock for purposes of receiving such payment or proposed effective dateoffer, whichever is earlier, for the event specified and in the noticecase of any action covered by this paragraph (c), and at least ten (10) days prior to the registered Holder shall use its best efforts earlier of the date upon which such action is to respond take place or any record date to determine holders of Common Stock entitled to receive such notice as promptly as reasonably possible after the receipt thereofsecurities or other property.

Notice of Certain Actions. If In case at any time the Company proposesshall ------------------------- propose: (a) To declare 4.9.1 to pay any dividend, whether payable dividend or make any distribution on shares of Common Stock in cash or in stock or other property, upon its shares of Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant, or to make any other special dividend or distribution (other than regularly scheduled cash dividends which are not in a greater amount per share than the most recent such cash dividend) to the all holders of its Common Stock; or 4.9.2 to issue any rights, warrants or other securities to all holders of Common Stock or entitling them to the holders of any other class of its securities purchasable upon exercise of this Warrant; (b) To offer for subscription prorata to the holders of its Common Stock or to the holders of any other class of its securities purchasable upon exercise of this Warrant purchase any additional shares of stock of any class Common Stock or any other rights;, warrants or other securities; or (c) To engage in 4.9.3 to effect any capital reorganization or reclassification of the capital stock of the Company, any consolidation or merger involving the CompanyReorganization, or any sale reclassification or change of all or substantially all outstanding shares of the Company’s assets Common Stock, described in any one transaction or series of related transactionSection 4.7; or (d) To engage in a voluntary or involuntary dissolution4.9.4 to effect any liquidation, liquidation dissolution or winding-up of the Company; or 4.9.5 to take any other action which would cause an adjustment to the Exercise Price; then, in each of such casescase, the Company shall give written promptly cause notice of such proposed action to be mailed to the registered Holder in accordance with Section 19 hereof, specifying, as the case may be, (i) in the case of a proposed dividend, distribution, subscription or other right, Warrant Agent. Such notice shall specify the date on which the books of the Company shall close close, or a record shall be taken taken, for the purpose thereofdetermining holders of Common Stock entitled to receive such stock dividend or other distribution or such rights or warrants, the amount, character and terms thereof, and or the date on which it is proposed that the dividendsuch reclassification, distribution, subscription or other right will be distributed, and (ii) in case of a proposed reorganization, reclassificationchange, consolidation, merger, sale, lease, other disposition, liquidation, dissolution, liquidation winding up or winding-upexchange or other action shall take place or commence, as the case may be, the date (if any) on as of which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event it is to take place, and the date on which the expected that holders of the applicable class record of securities of the Company Common Stock shall be entitled to exchange their shares for receive securities or other property deliverable upon such eventaction, if any such date has been fixed. The Company shall cause copies of such notice to be mailed to each registered holder of a Warrant Certificate. Such notice shall be given mailed, in the case of any action covered by Subsection 4.9.1 or 4.9.2 above, at least twenty (20) 15 days prior to the record date for determining holders of the Common Stock for purposes of receiving such payment or proposed effective date, whichever is earlier, for the event specified offer; in the noticecase of any action covered by Subsection 4.9.3 or 4.9.4 above, at least 15 days prior to the earlier of the date upon which such action is to take place or any record date to determine holders of Common Stock entitled to receive such securities or other property; and in the case of any action covered by Subsection 4.9.5 above, no more than 15 days after such action. In addition, within 30 days following the occurrence of a Qualified Change of Control, the Company (or its successor by merger) shall mail a notice stating that Qualified Change of Control has occurred to the Warrant Agent and to each registered Holder shall use its best efforts to respond to such notice as promptly as reasonably possible after the receipt thereofholder of a Warrant Certificate.

Notice of Certain Actions. If In case at any time the Company proposesshall propose: (ai) To declare to pay any dividend, whether payable dividend or make any distribution on shares of Common Stock in cash or in stock or other property, upon its shares of Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant, or to make any other special dividend or distribution (other than regularly scheduled cash dividends which are not in a greater amount per share than the most recent such cash dividend) to the all holders of its Common Stock; or (ii) to issue any rights, warrants, or other securities to all holders of Common Stock or entitling them to the holders of any other class of its securities purchasable upon exercise of this Warrant; (b) To offer for subscription prorata to the holders of its Common Stock or to the holders of any other class of its securities purchasable upon exercise of this Warrant purchase any additional shares of stock of any class Common Stock or any other rights; (c) To engage in any capital reorganization or reclassification of the capital stock of the Company, any consolidation or merger involving the Companywarrants, or any sale of all or substantially all of the Company’s assets in any one transaction or series of related transactionother securities; or (diii) To engage to effect any reclassification or change of outstanding shares of Common Stock, or any consolidation, merger, sale, lease, or conveyance of property, described in a voluntary or involuntary Section 8(f); or (iv) to effect any liquidation, dissolution, liquidation or winding-winding- up of the Company; or (v) to take any other action which would cause an adjustment to the exercise price; then, in each of such casescase, the Company shall give written cause notice of such proposed action to be mailed to the registered Holder in accordance with Section 19 hereof, specifying, as the case may be, (i) in the case of a proposed dividend, distribution, subscription or other right, Warrant Agent. Such notice shall specify the date on which the books of the Company shall close close, or a record shall be taken taken, for the purpose thereofdetermining holders of Common Stock entitled to receive such stock dividend or other distribution of such rights or warrants, the amount, character and terms thereof, and or the date on which it is proposed that the dividend, distribution, subscription or other right will be distributed, and (ii) in case of a proposed reorganization, such reclassification, consolidation, merger, sale, lease, other disposition, liquidation, dissolution, liquidation or winding-upup or exchange or other action shall take place or commence, as the date (if any) on which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event is to take placecase may be, and the date on as of which the it is expected that holders of the applicable class record of securities of the Company Common Stock shall be entitled to exchange their shares for receive securities or other property deliverable upon such eventaction, if any such date has been fixed. The Company shall cause copies of such notice to be mailed to each registered holder of a Warrant Certificate. Such notice shall be given mailed, in the case of any action covered by Section 8(h)(i) or 8(h)(ii) above, at least twenty ten (2010) days prior to the record date for determining holders of the Common Stock for purposes of receiving such payment or proposed effective date, whichever is earlier, for the event specified offer; in the noticecase of any action covered by Section 8(h)(iii) or 8(h)(iv) above, at least ten (10) days prior to the earlier of the date upon which such action is to take place or any record date to determine holders of Common Stock entitled to receive such securities or other property; and in the registered Holder shall use its best efforts to respond to case of any action covered by Section 8(h) above, no more than thirty (30) days after such notice as promptly as reasonably possible after the receipt thereofaction.

Notice of Certain Actions. If In the event that at any time the Company proposestime: (aA) To declare any dividend, whether payable in cash or in stock or other property, upon its Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant, or Holdings shall authorize the issuance to make any other special dividend or distribution to the all holders of its Common Stock or to the holders of any other class of its securities purchasable upon exercise of this Warrant;Convertible Securities; or (bB) To offer for subscription prorata Holdings shall authorize the distribution to the all holders of its Common Stock or to the holders of any other class evidences of its securities indebtedness or assets (other than dividends paid in or distributions of Holdings capital stock for which the number of Warrant Shares purchasable upon exercise hereunder shall have been adjusted pursuant to subsection (a) of this Warrant any additional shares Section 7 or regular cash dividends or distributions payable out of stock earnings or surplus and made in the ordinary course of any class or any other rights;business); or (cC) To engage in Holdings shall authorize any capital reorganization or reclassification of the capital stock Common Stock (other than a subdivision or combination of the Company, outstanding Common Stock and other than a change in par value of the Common Stock) or any consolidation or merger involving to which Holdings is a party and for which approval of any stockholders of Holdings is required (other than a consolidation or merger in which Holdings is the Companycontinuing corporation and that does not result in any reclassification or change of the Common Stock outstanding), or any sale of all or substantially all of the Company’s conveyance or transfer of the properties and assets in any one transaction or series of related transactionHoldings substantially as an entirety; or (dD) To engage in there shall be a voluntary or involuntary dissolution, liquidation or winding-up of Holdings; or (E) Holdings shall propose to take any other action that would require an adjustment of the Companynumber of Warrant Shares purchasable hereunder pursuant to this Section 7; then, in each of such cases, the Company then Holdings shall give written notice cause to be mailed by certified mail to the registered Holder Holder, at least 30 days (or 20 days in accordance with Section 19 hereofany case specified in clause (A) or (B) above) prior to the applicable record or effective date hereinafter specified, specifying, as the case may be, (i) in the case of a proposed dividendnotice describing such issuance, distribution, subscription or other right, the date on which the books of the Company shall close or a record shall be taken for the purpose thereof, the amount, character and terms thereof, and the date on which it is proposed that the dividend, distribution, subscription or other right will be distributed, and (ii) in case of a proposed reorganization, reclassification, consolidation, merger, saleconveyance, transfer, dissolution, liquidation, winding-up or other action and stating (x) the date as of which the holders of Common Stock of record entitled to receive any such Convertible Securities or distributions are to be determined or (y) the date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation or winding-up 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 shares of Common Stock for securities or other property, if any, deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding-up, the date (if any) on which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event is to take place, and the date on which the holders of the applicable class of securities of the Company shall be entitled to exchange their shares for securities or other property deliverable upon such event. Such notice shall be given at least twenty (20) days prior to the record date or proposed effective date, whichever is earlier, for the event specified in the notice, and the registered Holder shall use its best efforts to respond to such notice as promptly as reasonably possible after the receipt thereof.

Notice of Certain Actions. If In case at any time the Company proposestime: (a) To the Company shall declare any dividend, whether discretionary dividend or other distribution upon its common stock payable in cash or in stock or other property, upon its Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant, or to make any other special dividend or distribution to the holders of its Common Stock or to the holders of any other class of its securities purchasable upon exercise of this Warrantsecurities; (b) To offer for subscription prorata to the holders of its Common Stock or to the holders of any other class of its securities purchasable upon exercise of this Warrant any additional shares of stock of any class or any other rights; (c) To engage in there shall be any capital reorganization reorganization, or reclassification reclassification, of the capital stock of the Company, any or consolidation or merger involving of the CompanyCompany with, or any sale of all or substantially all of the Company’s its assets in any one transaction or series of related transaction; orstock to, another corporation; (dc) To engage in there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (d) the Company shall enter into an agreement or adopt a plan for the purpose of effecting a consolidation, merger, or sale of all or substantially all of its assets or stock, other than a merger where the Company is the surviving corporation and the terms of the Company's capital stock remain unchanged; then, in each any one or more of such said cases, the Company shall give written notice that 20 days prior to the registered Holder in accordance with Section 19 hereofsuch event, specifying, as the case may be, (i) except in the case of a proposed dividendan involuntary dissolution, distributionby first class mail, subscription or other rightpostage prepaid, to the registered owner of this Warrant, of the date on which (a) the books of the Company shall close or a record shall be taken for the purpose thereof, the amount, character and terms thereof, and the date on which it is proposed that the such dividend, distributiondistribution or subscription rights, subscription or other right will be distributed(b) such reorganization, and (ii) in case of a proposed reorganizationregistration statement filing, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, the date (if any) on which the books of the Company up shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event is to take place, and as the case may be. Such notice shall also specify the date on as of which the holders owners of the applicable any class of securities capital stock of the Company record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their shares capital stock for securities or other property deliverable upon such event. Such notice shall be given at least twenty (20) days prior to reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the record date or proposed effective date, whichever is earlier, for the event specified in the notice, and the registered Holder shall use its best efforts to respond to such notice as promptly as reasonably possible after the receipt thereofcase may be.

Notice of Certain Actions. If In case at any time the Company proposestime: (a) To the Company shall declare any dividend, whether dividend upon its sham of capital stock payable in cash securities or in stock or other property, upon its Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant, or to make any other special dividend or other distribution (other than a cash dividend to the holders of such shares); (b) the Company shall offer for subscription pro rata to the holders of its Common Stock or to the holders shares of any other class of its securities purchasable upon exercise of this Warrant; (b) To offer capital stock for subscription prorata to the holders of its Common Stock or to the holders of any other class of its securities purchasable upon exercise of this Warrant any additional shares of stock securities of any class or any other rights; (c) To engage in there shall be any capital reorganization reorganization, or reclassification of the capital stock of the Company, any or consolidation or merger involving of the CompanyCompany with, or any sale of all or substantially all of the Company’s its assets in any one transaction to, another corporation or series of related transaction; orother entity; (d) To engage in there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (e) the Company shall enter into an agreement or adopt a plan for the purpose of effecting a consolidation, merger, or sale of all or substantially all of its assets: then, in each any one or more of such said cases, the Company shall give written notice pursuant to the notice provisions contained in Section [9.05] hereof, to the registered Holder in accordance with Section 19 hereof, specifying, as the case may be, (i) in the case holder hereto of a proposed dividend, distribution, subscription or other right, the date on which (a) the books of the Company shall close or a record shall be taken for the purpose thereof, the amount, character and terms thereof, and the date on which it is proposed that the such dividend, distributiondistribution or subscription rights, subscription or other right will be distributed, and (iib) in case of a proposed such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, the date (if any) on which the books of the Company up shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event is to take place, and as the case may be. Such notice shall also specify the date on as of which the holders of the applicable class shares of securities record of the Company capital stock shall participate in such dividend, distribution or subscription rights, or shall be entitled entitles to exchange their shares for securities or other property deliverable upon such eventreorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such written notice shall be given at least twenty (20) 30 days prior to the action in question and not less than 30 days prior to the record date or proposed effective date, whichever is earlier, for the event specified date on which the Company's transfer books are closed in the notice, and the registered Holder shall use its best efforts to respond to such notice as promptly as reasonably possible after the receipt thereofrespect thereto.

Notice of Certain Actions. If at any time In the event the Company proposesshall: (a) To declare any dividend, whether dividend payable in cash or in stock or other property, upon its Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant, or to make any other special dividend or distribution to the holders of its Common Stock or make any other distribution in property other than cash to the holders of any other class of its securities purchasable upon exercise of this Warrant;Common Stock; or (b) To offer for subscription prorata to the holders of its Common Stock rights to subscribe for or to the holders of purchase any other class of its securities purchasable upon exercise of this Warrant any additional shares of stock of any class of stock or any other rights;rights or options; or (c) To engage in effect any reclassification of its Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization or reclassification of the capital stock of the Company, any consolidation or merger involving the Company(other than a merger in which no distribution of securities or other property is made to holders of Common Stock), or any sale sale, transfer or other disposition of all its property, assets and business substantially as an entirety, or substantially all of the Company’s assets in any one transaction liquidation, dissolution or series of related transaction; or (d) To engage in a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then, in each of such casescase, the Company shall give written cause notice of such proposed action to be mailed to the registered Holder in accordance with Section 19 hereof, specifying, as the case may be, Warrant Agent at least thirty (i30) in the case of a proposed dividend, distribution, subscription or other right, days prior to such action. Such notice shall specify the date on which the books of the Company shall close close, or a record shall be taken taken, for the purpose thereofdetermining holders of Common Stock entitled to receive such stock dividend or other distribution or such rights or options, the amount, character and terms thereof, and or the date on which it is proposed that the dividendsuch reclassification, distribution, subscription or other right will be distributed, and (ii) in case of a proposed reorganization, reclassification, consolidation, merger, sale, transfer, other disposition, liquidation, dissolution, liquidation winding up or winding-upexchange shall take place or commence, as the date (if any) on which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event is to take placecase may be, and the date on as of which the it is expected that holders of the applicable class record of securities of the Company Common Stock shall be entitled to exchange their shares for receive securities or other property deliverable upon such eventaction, if any such date has been fixed. The Company shall cause copies of such notice to be mailed to each registered holder of a Warrant Certificate. Such notice shall be given mailed in the case of any action covered by paragraph (a) or (b) of this Section 3.7, at least twenty ten (2010) days prior to the record date for determining holders of the Common Stock for purposes of receiving such payment or proposed effective dateoffer, whichever is earlier, for the event specified and in the noticecase of any action covered by paragraph (c) of this Section 3.7, and at least ten (10) days prior to the registered Holder shall use its best efforts earlier of the date upon which such action is to respond take place or any record date to determine holders of Common Stock entitled to receive such notice as promptly as reasonably possible after the receipt thereofsecurities or other property.

Notice of Certain Actions. If at any time In the event the Company proposes:shall: ------------------------- (a) To declare any dividend, whether dividend payable in cash or in stock or other property, upon its Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant, or to make any other special dividend or distribution to the holders of its the Common Stock or make any other distribution in property other than cash to the holders of any other class of its securities purchasable upon exercise of this Warrantthe Common Stock; (b) To offer for subscription prorata to the holders of its the Common Stock rights to subscribe for or to the holders of purchase any other class of its securities purchasable upon exercise of this Warrant any additional shares of stock of any class of stock or any other rights;rights or options; or (c) To engage in effect any reclassification of the Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization or reclassification of the capital stock of the Company, any consolidation or merger involving the Company(other than a merger in which no distribution of securities or other property is made to holders of Common Stock), or any sale sale, transfer or other disposition of all its property, assets and business substantially as an entirety, or substantially all of the Company’s assets in any one transaction liquidation, dissolution or series of related transaction; or (d) To engage in a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then, in each of such casescase, the Company shall give written mail notice of such proposed action to the registered Holder in accordance with Section 19 hereof, specifying, as the case may be, each holder of Warrants at least ten (i10) in the case of a proposed dividend, distribution, subscription or other right, days prior to such action. Such notice shall specify the date on which the books of the Company shall close close, or a record shall be taken taken, for the purpose thereofdetermining holders of Common Stock entitled to receive such stock dividend or other distribution or such rights or options, the amount, character and terms thereof, and or the date on which it is proposed that the dividendsuch reclassification, distribution, subscription or other right will be distributed, and (ii) in case of a proposed reorganization, reclassification, consolidation, merger, sale, transfer, other disposition, liquidation, dissolution, liquidation winding up or winding-upexchange shall take place or commence, as the date (if any) on which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event is to take placecase may be, and the date on as of which the it is expected that holders of the applicable class record of securities of the Company Common Stock shall be entitled to exchange their shares for receive securities or other property deliverable upon such eventaction, if any such date has been fixed. Such notice shall be given mailed in the case of any action covered by paragraph (a) or (b) of this Section 4.8, at least twenty ten (2010) days prior to the record date for determining holders of the Common Stock for purposes of receiving such payment or proposed effective dateoffer, whichever is earlier, for the event specified and in the noticecase of any action covered by paragraph (c) of this Section 4.8, and at least ten (10) days prior to the registered Holder shall use its best efforts earlier of the date upon which such action is to respond take place or any record date to determine holders of Common Stock entitled to receive such notice as promptly as reasonably possible after the receipt thereofsecurities or other property.

Notice of Certain Actions. If In case at any time the Company proposesshall propose: (a) To declare to pay any dividend, whether payable dividend or make any distribution on the Common Stock in cash or in stock or other property, upon its shares of Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant, or to make any other special dividend or distribution (other than regularly scheduled cash dividends which are not in a greater amount per share than the most recent such cash dividend) to the all holders of its Common Stock or to the holders of any other class of its securities purchasable upon exercise of this Warrant;Stock; or (b) To offer for subscription prorata to the issue any rights, warrants, or other securities to all holders of its Common Stock or entitling them to the holders of any other class of its securities purchasable upon exercise of this Warrant purchase any additional shares of stock of any class Common Stock or any other rights;, warrants, or other securities; or (c) To engage in to effect any capital reorganization reclassification or reclassification change of the capital stock of the Company, any consolidation or merger involving the Companyoutstanding Common Stock, or any sale consolidation, merger, sale, lease, or conveyance of all or substantially all of the Company’s assets property, described in any one transaction or series of related transactionSection 3.7; or (d) To engage in a voluntary or involuntary to effect any liquidation, dissolution, liquidation or winding-up of the Company; or (e) to take any other action which would cause an adjustment to the Exercise Price; then, in each of such casescase, the Company shall give written cause notice of such proposed action to be mailed to the registered Holder in accordance with Section 19 hereof, specifying, as the case may be, (i) in the case of a proposed dividend, distribution, subscription or other right, Warrant Agent. Such notice shall specify the date on which the books of the Company shall close close, or a record shall be taken taken, for the purpose thereofdetermining holders of Common Stock entitled to receive such stock dividend or other distribution of such rights or warrants, the amount, character and terms thereof, and or the date on which it is proposed that the dividend, distribution, subscription or other right will be distributed, and (ii) in case of a proposed reorganization, such reclassification, consolidation, merger, sale, lease, other disposition, liquidation, dissolution, liquidation or winding-upup or exchange or other action shall take place or commence, as the date (if any) on which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event is to take placecase may be, and the date on as of which the it is expected that holders of the applicable class record of securities of the Company Common Stock shall be entitled to exchange their shares for receive securities or other property deliverable upon such eventaction, if any such date has been fixed. The Company shall cause copies of such notice to be mailed to each registered holder of a Warrant Certificate. Such notice shall be given mailed, in the case of any action covered by Subsection 3.9(a) or 3.9(b) above, at least twenty (20) 10 days prior to the record date for determining holders of the Common Stock for purposes of receiving such payment or proposed effective date, whichever is earlier, for the event specified offer; in the noticecase of any action covered by Subsection 3.9(c) or 3.9(d) above, at least 10 days prior to the earlier of the date upon which such action is to take place or any record date to determine holders of Common Stock entitled to receive such securities or other property; and in the registered Holder shall use its best efforts to respond to case of any action covered by Section 3.9(e) above, no more than 30 days after such notice as promptly as reasonably possible after the receipt thereofaction.

Notice of Certain Actions. If at any time the Company proposes: (a) To declare any dividend, whether payable in cash or in stock or other property, upon its Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant, or to make any other special dividend or distribution to the holders of its Common Stock or to the holders of any other class of its securities purchasable upon exercise of this Warrant; (b) To offer for subscription prorata to the holders of its Common Stock or to the holders of any other class of its securities purchasable upon exercise of this Warrant any additional shares of stock of any class or any other rights; (c) To engage in any capital reorganization or reclassification of the capital stock of the Company, any consolidation or merger involving the Company, or any sale of all or substantially all of the Company’s assets in any one transaction or series of related transaction; or (d) To engage in a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in During each of such cases, the Company shall give written notice to the registered Holder in accordance with Section 19 hereof, specifying, as the case may be, (i) in the case of a proposed dividend, distribution, subscription or other right, period commencing on the date on which the books Company provides sales instructions to an Agent and ending after the close of business on the Settlement Date for the related transaction, the Company will not, without giving the Agents at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or lend or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock (including, without limitation, OP Units) or submit or file any registration statement under the 1933 Act with respect to any of the foregoing or publicly announce the intention to do any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, other agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, or publicly announce the intention to do any of the foregoing. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion or exchange of a security or exercise of a preemptive right by an existing security holder, in each case outstanding or existing on the date hereof and disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock, OP Units, LTIP Units, dividend equivalent rights or other equity based awards issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company shall close or a record shall be taken for disclosed in the purpose thereofRegistration Statement, the amount, character and terms thereof, General Disclosure Package and the date on which it is proposed that Prospectus (including the dividend, distribution, subscription or other right will be distributed, and (ii) in case filing of a proposed reorganizationregistration statement on Form S-8 relating to such existing employee benefit plans of the Company), reclassification(D) OP Units, consolidationin the aggregate not to exceed 15% of the number of OP Units outstanding, mergerissued in connection with the acquisition of property or assets, sale, dissolution, liquidation or winding(E) any shares of Common Stock issued pursuant to any non-upemployee director share plan or distribution reinvestment plan disclosed in the Registration Statement, the date (if any) on which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event is to take place, General Disclosure Package and the date on which the holders Prospectus. Upon receipt of the applicable class any written notice contemplated above, an Agent may suspend its activity under this Agreement for such period of securities of the Company shall be entitled to exchange their shares for securities or other property deliverable upon time as deemed appropriate by such event. Such notice shall be given at least twenty (20) days prior to the record date or proposed effective date, whichever is earlier, for the event specified in the notice, and the registered Holder shall use its best efforts to respond to such notice as promptly as reasonably possible after the receipt thereofAgent.

Notice of Certain Actions. If at any time In the event the Company proposes:shall: ------------------------- (a) To declare any dividend, whether dividend payable in cash or in stock or other property, upon its Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant, or to make any other special dividend or distribution to the holders of its the Common Stock or make any other distribution in property other than cash to the holders of any other class of its securities purchasable upon exercise of this Warrantthe Common Stock; (b) To offer for subscription prorata to the holders of its the Common Stock rights to subscribe for or to the holders of purchase any other class of its securities purchasable upon exercise of this Warrant any additional shares of stock of any class of stock or any other rights;rights or options; or (c) To engage in effect any reclassification of the Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization or reclassification of the capital stock of the Company, any consolidation or merger involving the Company(other than a merger in which no distribution of securities or other property is made to holders of Common Stock), or any sale sale, transfer or other disposition of all its property, assets and business substantially as an entirety, or substantially all of the Company’s assets in any one transaction liquidation, dissolution or series of related transaction; or (d) To engage in a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then, in each of such casescase, the Company shall give written mail notice of such proposed action to the registered Holder in accordance with Section 19 hereof, specifying, as the case may be, each holder of Warrants at least ten (i10) in the case of a proposed dividend, distribution, subscription or other right, days prior to such action. Such notice shall specify the date on which the books of the Company shall close close, or a record shall be taken taken, for the purpose thereofdetermining holders of Common Stock entitled to receive such stock dividend or other distribution or such rights or options, the amount, character and terms thereof, and or the date on which it is proposed that the dividendsuch reclassification, distribution, subscription or other right will be distributed, and (ii) in case of a proposed reorganization, reclassification, consolidation, merger, sale, transfer, other disposition, liquidation, dissolution, liquidation winding up or winding-upexchange shall take place or commence, as the date (if any) on which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event is to take placecase may be, and the date on as of which the it is expected that holders of the applicable class record of securities of the Company Common Stock shall be entitled to exchange their shares for receive securities or other property deliverable upon such eventaction, if any such date has been fixed. Such notice shall be given mailed in the case of any action covered by paragraph (a) or (b) of this Section 4.7, at least twenty ten (2010) days prior to the record date for determining holders of the Common Stock for purposes of receiving such payment or proposed effective dateoffer, whichever is earlier, for the event specified and in the noticecase of any action covered by paragraph (c) of this Section 4.7, and at least ten (10) days prior to the registered Holder shall use its best efforts earlier of the date upon which such action is to respond take place or any record date to determine holders of Common Stock entitled to receive such notice as promptly as reasonably possible after the receipt thereofsecurities or other property.

Notice of Certain Actions. If at any time In the Company proposesevent Ampex shall: (ai) To declare any dividend, whether dividend payable in cash or in stock or other property, upon its Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant, or to make any other special dividend or distribution to the holders of its Common Class A Stock or to the holders of make any other class of its securities purchasable upon exercise of this Warrant; (b) To offer for subscription prorata distribution in property other than cash to the holders of its Common Stock or Class A Stock; or (ii) offer to the holders of its Class A Stock rights to subscribe for or purchase any other class of its securities purchasable upon exercise of this Warrant any additional shares of stock of any class of stock or any other rights;rights or options; or (ciii) To engage in effect any reclassification of its Class A Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Class A Stock) or any capital reorganization or reclassification of the capital stock of the Company, any consolidation or merger involving the Company(other than a merger in which no distribution of securities or other property is made to holders of Class A Stock), or any sale sale, transfer or other disposition of all its property, assets and business substantially as an entirety, or substantially all of the Company’s assets in any one transaction liquidation, dissolution or series of related transaction; or (d) To engage in a voluntary or involuntary dissolution, liquidation or winding-winding up of the CompanyAmpex; then, in each such case, Ampex shall cause notice of such cases, the Company shall give written notice proposed action to be mailed to the registered Holder in accordance with Section 19 hereofat least thirty (30) days prior to such action. Such notice shall specify the date on which the books of Ampex shall close, specifyingor a record be taken, for determining holders of Class A Stock entitled to receive such stock dividend or other distribution or such rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, dissolution, winding up or exchange shall take place or commence, as the case may be, (i) in the case of a proposed dividend, distribution, subscription or other right, the date on which the books of the Company shall close or a record shall be taken for the purpose thereof, the amount, character and terms thereof, and the date on as of which it is proposed expected that the dividend, distribution, subscription or other right will be distributed, and (ii) in case of a proposed reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, the date (if any) on which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event is to take place, and the date on which the holders of the applicable class record of securities of the Company Class A Stock shall be entitled to exchange their shares for receive securities or other property deliverable upon such eventaction, if any such date has been fixed. Ampex shall cause copies of such notice to be mailed to each Holder. Such notice shall be given mailed in the case of any action covered by Section 7(f)(i) or (ii) hereof, at least twenty ten (2010) days prior to the record date for determining holders of the Class A Stock for purposes of receiving such payment or proposed effective dateoffer, whichever is earlier, for the event specified and in the noticecase of any action covered by of this Section 7(f)(iii), and at least ten (10) days prior to the registered Holder shall use its best efforts earlier of the date upon which such action is to respond take place or any record date to determine holders of Class A Stock entitled to receive such notice as promptly as reasonably possible after the receipt thereofsecurities or other property.

Notice of Certain Actions. If at any time In the event the Company proposes: shall (a) To declare any dividend, whether dividend payable in cash or in stock or other property, upon its Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant, or to make any other special dividend or distribution to the holders of its Common Stock Stock, or to the holders of any other class of its securities purchasable upon exercise of this Warrant; (b) To offer for subscription prorata to the holders effect any reclassification of its Common Stock (other than a reclassification involving merely the subdivision or to the holders combination of any other class of its securities purchasable upon exercise of this Warrant any additional outstanding shares of stock of any class Common Stock) or any other rights; (c) To engage in any capital reorganization or reclassification of the capital stock of the Company, any consolidation or merger involving the Company(other than a merger in which no distribution of securities or other property is made to holders of Common Stock) or any sale, transfer or other disposition of its property, assets and business substantially as an entirety, or any sale of all the liquidation, dissolution or substantially all of the Company’s assets in any one transaction or series of related transaction; or (d) To engage in a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then, in each of such casescase, the Company shall give written cause notice of such proposed action to the registered be mailed to each Holder in accordance with Section 19 hereofat least thirty (30) days prior to such action; PROVIDED, specifyingHOWEVER, as the case may be, (i) that in the case event that the Company provides public notice of a proposed dividendsuch action specifying the information set forth below at least ten (10) days prior to such action, distribution, subscription or other right, the Company shall be deemed to have satisfied its obligation to provide notice pursuant to this Section 3.6. Such notice shall specify the date on which the books of the Company shall close close, or a record shall be taken taken, for the purpose thereofdetermining holders of Common Stock entitled to receive such stock dividend or other distribution or such rights or options, the amount, character and terms thereof, and or the date on which it is proposed that the dividendsuch reclassification, distribution, subscription or other right will be distributed, and (ii) in case of a proposed reorganization, reclassification, consolidation, merger, sale, transfer, other disposition, liquidation, dissolution, liquidation winding up or winding-upexchange shall take place or commence, as the date (if any) on which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event is to take placecase may be, and the date on as of which the it is expected that holders of the applicable class record of securities of the Company Common Stock shall be entitled to exchange their shares for receive securities or other property deliverable upon such eventaction, if any such date has been fixed. Such notice shall be given mailed in the case of any action covered by item (a) of this Section 3.6, at least twenty ten (2010) days prior to the record date for determining holders of the Common Stock for purposes of receiving such payment or proposed effective dateoffer, whichever is earlier, for the event specified and in the noticecase of any action covered by item (b) of this Section 3.6, and at least ten (10) days prior to the registered Holder shall use its best efforts earlier of the date upon which such action is to respond take place or any record date to determine holders of Common Stock entitled to receive such notice as promptly as reasonably possible after the receipt thereofsecurities or other property.

Notice of Certain Actions. If at any time In the event the Company proposes: shall (a) To declare any dividend, whether dividend payable in cash or in stock or other property, upon its Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant, or to make any other special dividend or distribution to the holders of its Common Stock or make any other distribution in property other than cash to the holders of any other class of its securities purchasable upon exercise of this Warrant; Common Stock, (b) To offer for subscription prorata to the holders of its Common Stock rights to subscribe for or to the holders of purchase any other class of its securities purchasable upon exercise of this Warrant any additional shares of stock of any class of stock or any other rights; rights or options, or (c) To engage in effect any reclassification of its Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization or reclassification of the capital stock of the Company, any consolidation or merger involving the Company(other than a merger in which no distribution of securities or other property is made to holders of Common Stock) or any sale, transfer or other disposition of its property, assets and business substantially as an entirety, or any sale of all the liquidation, dissolution or substantially all of the Company’s assets in any one transaction or series of related transaction; or (d) To engage in a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then, in each of such casescase, the Company shall give written cause notice of such proposed action to the registered be mailed to each Holder in accordance with Section 19 hereofat least thirty (30) days prior to such action; provided, specifyinghowever, as the case may be, (i) that in the case event that the Company provides public notice of a proposed dividendsuch action specifying the information set forth below at least fifteen (15) days prior to such action, distribution, subscription or other right, the Company shall be deemed to have satisfied its obligation to provide notice pursuant to this Section 4.5. Such notice shall specify the date on which the books of the Company shall close close, or a record shall be taken taken, for the purpose thereofdetermining holders of Common Stock entitled to receive such stock dividend or other distribution or such rights or options, the amount, character and terms thereof, and or the date on which it is proposed that the dividendsuch reclassification, distribution, subscription or other right will be distributed, and (ii) in case of a proposed reorganization, reclassification, consolidation, merger, sale, transfer, other disposition, liquidation, dissolution, liquidation winding up or winding-upexchange shall take place or commence, as the date (if any) on which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event is to take placecase may be, and the date on as of which the it is expected that holders of the applicable class record of securities of the Company Common Stock shall be entitled to exchange their shares for receive securities or other property deliverable upon such eventaction, if any such date has been fixed. Such notice shall be given mailed in the case of any action covered by paragraph (a) or (b) of this Section 4.5, at least twenty ten (2010) days prior to the record date for determining holders of the Common Stock for purposes of receiving such payment or proposed effective dateoffer, whichever is earlier, for the event specified and in the noticecase of any action covered by this paragraph (c), and at least ten (10) days prior to the registered Holder shall use its best efforts earlier of the date upon which such action is to respond take place or any record date to determine holders of Common Stock entitled to receive such notice as promptly as reasonably possible after the receipt thereofsecurities or other property.

Notice of Certain Actions. If In case at any time the Company proposesshall propose: (a) To declare to pay any dividend, whether payable dividend or make any distribution on shares of Common Stock in cash or in stock or other property, upon its shares of Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant, or to make any other special dividend or distribution (other than regularly scheduled cash dividends which are not in a greater amount per share than the most recent such cash dividend) to the all holders of its Common Stock or to the holders of any other class of its securities purchasable upon exercise of this Warrant;Stock; or (b) To offer for subscription prorata to the issue any rights, warrants, or other securities to all holders of its Common Stock or entitling them to the holders of any other class of its securities purchasable upon exercise of this Warrant purchase any additional shares of stock of any class Common Stock or any other rights;, warrants, or other securities; or (c) To engage in to effect any capital reorganization reclassification or reclassification change of the capital stock outstanding shares of the Company, any consolidation or merger involving the CompanyCommon Stock, or any sale consolidation, merger, sale, lease, or conveyance of all or substantially all of the Company’s assets property, described in any one transaction or series of related transactionSection 4.7; or (d) To engage in a voluntary or involuntary to effect any liquidation, dissolution, liquidation or winding-up of the Company; or (e) to take any other action which would cause an adjustment to the Exercise Price; then, in each of such casescase, the Company shall give written cause notice of such proposed action to be mailed to the registered Holder in accordance with Section 19 hereof, specifying, as the case may be, (i) in the case of a proposed dividend, distribution, subscription or other right, Warrant Agent. Such notice shall specify the date on which the books of the Company shall close close, or a record shall be taken taken, for the purpose thereofdetermining holders of Common Stock entitled to receive such stock dividend or other distribution of such rights or warrants, the amount, character and terms thereof, and or the date on which it is proposed that the dividend, distribution, subscription or other right will be distributed, and (ii) in case of a proposed reorganization, such reclassification, consolidation, merger, sale, lease, other disposition, liquidation, dissolution, liquidation or winding-upup or exchange or other action shall take place or commence, as the date (if any) on which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event is to take placecase may be, and the date on as of which the it is expected that holders of the applicable class record of securities of the Company Common Stock shall be entitled to exchange their shares for receive securities or other property deliverable upon such eventaction, if any such date has been fixed. The Company shall cause copies of such notice to be mailed to each registered holder of a Warrant Certificate. Such notice shall be given mailed, in the case of any action covered by Subsection 4.9(a) or 4.9(b) above, at least twenty (20) 10 days prior to the record date for determining holders of the Common Stock for purposes of receiving such payment or proposed effective date, whichever is earlier, for the event specified offer; in the noticecase of any action covered by Subsection 4.9(c) or 4.9(d) above, at least 10 days prior to the earlier of the date upon which such action is to take place or any record date to determine holders of Common Stock entitled to receive such securities or other property; and in the registered Holder shall use its best efforts to respond to case of any action covered by Section 4.9(e) above, no more than 30 days after such notice as promptly as reasonably possible after the receipt thereofaction.

Notice of Certain Actions. If In the event that at any time the Company proposestime: (aA) To declare any dividend, whether payable in cash or in stock or other property, upon its Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant, or to make any other special dividend or the Company shall authorize the distribution to the all holders of its Common Stock or to the holders of any other class evidences of its securities indebtedness or assets (other than dividends paid in or distributions of the Company, share capital for which the number of Warrant Shares purchasable upon exercise hereunder shall have been adjusted pursuant to subsection (a) of this Warrant;Section 7 or regular cash dividends or distributions payable out of earnings or surplus and made in the ordinary course of business); or (bB) To offer for subscription prorata to the holders of its Common Stock or to the holders of any other class of its securities purchasable upon exercise of this Warrant any additional shares of stock of any class or any other rights; (c) To engage in Company shall authorize any capital reorganization or reclassification of the capital stock Common Stock (other than a subdivision, consolidation or combination of the Companyoutstanding Common Stock and other than a change in par value of the Common Stock) or of any consolidation, any consolidation amalgamation or merger involving to which the CompanyCompany is a party, or any sale of all or substantially all of the Company’s conveyance or transfer of the properties and assets in any one transaction or series of related transactionthe Company substantially as an entirety; or (dC) To engage in there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in each or (D) the Company or any subsidiary shall commence a tender offer for all or a portion of the outstanding shares of Common Stock (or shall amend any such cases, tender offer to change the maximum number of shares being sought or the amount or type of consideration being offered therefor); or (E) the Company shall give written notice propose to take any other action that would require an adjustment of the number of Warrant Shares purchasable hereunder pursuant to this Section 7; then the Company shall or shall cause to be mailed by certified mail to the registered Holder in accordance with Section 19 hereofHolder, specifyingat least 15 days prior to the applicable record or effective date hereinafter specified, as the case may be, (i) in the case of a proposed dividendnotice describing such issuance, distribution, subscription or other right, the date on which the books of the Company shall close or a record shall be taken for the purpose thereof, the amount, character and terms thereof, and the date on which it is proposed that the dividend, distribution, subscription or other right will be distributed, and (ii) in case of a proposed reorganization, reclassification, consolidation, merger, saleconveyance, transfer, dissolution, liquidation, winding-up or other action and stating (i) the date as of which it is expected that the holders of Common Stock of record entitled to receive any such issuances or distributions are to be determined or (ii) the date on which any such consolidation, amalgamation, merger, conveyance, transfer, dissolution, liquidation or winding-up 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 or convert their shares of Common Stock for securities or other property, if any, deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, conveyance, transfer, dissolution, liquidation or winding-up, the date (if any) on which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event is to take place, and the date on which the holders of the applicable class of securities of the Company shall be entitled to exchange their shares for securities or other property deliverable upon such event. Such notice shall be given at least twenty (20) days prior to the record date or proposed effective date, whichever is earlier, for the event specified in the notice, and the registered Holder shall use its best efforts to respond to such notice as promptly as reasonably possible after the receipt thereof.

Notice of Certain Actions. If In case at any time the Company proposesshall propose: (a) To declare to pay any dividend, whether payable dividend or make any distribution on shares of Common Stock in cash or in stock or other property, upon its shares of Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant, or to make any other special dividend or distribution (other than regularly scheduled cash dividends which are not in a greater amount per share than the most recent such cash dividend) to the all holders of its Common Stock or to the holders of any other class of its securities purchasable upon exercise of this Warrant;Stock; or (b) To offer for subscription prorata to the issue any rights, warrants or other securities to all holders of its Common Stock or entitling them to the holders of any other class of its securities purchasable upon exercise of this Warrant purchase any additional shares of stock of any class Common Stock or any other rights;, warrants or other securities; or (c) To engage to effect any consolidation, merger, sale, lease, or conveyance of property, described in any capital reorganization or reclassification of the capital stock of the Company, any consolidation or merger involving the CompanySection 4.6, or any sale reclassification or change of all or substantially all outstanding shares of the Company’s assets Common Stock, described in any one transaction or series of related transactionSection 4.7; or (d) To engage in a voluntary or involuntary dissolutionto effect any liquidation, liquidation dissolution or winding-up of the Company; or (e) to take any other action which would cause an adjustment to the Exercise Price; then, in each of such casescase, the Company shall give written cause notice of such proposed action to be mailed to the registered Holder in accordance with Section 19 hereof, specifying, as the case may be, (i) in the case of a proposed dividend, distribution, subscription or other right, Warrant Agent. Such notice shall specify the date on which the books of the Company shall close close, or a record shall be taken taken, for the purpose thereofdetermining holders of Common Stock entitled to receive such stock dividend or other distribution or such rights or warrants, the amount, character and terms thereof, and or the date on which it is proposed that the dividendsuch reclassification, distribution, subscription or other right will be distributed, and (ii) in case of a proposed reorganization, reclassificationchange, consolidation, merger, sale, lease, other disposition, liquidation, dissolution, liquidation winding up or winding-upexchange or other action shall take place of commence, as the date (if any) on which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event is to take placecase may be, and the date on as of which the it is expected that holders of the applicable class record of securities of the Company Comon Stock shall be entitled to exchange their shares for receive securities or other property deliverable upon such eventaction, if any such date has been fixed. The Company shall cause copies of such notice to be mailed to each registered holder of a Warrant Certificate. Such notice shall be given mailed, in the case of any action covered by Subsection 4.10(a) or 4.10(b) above, at least twenty (20) 15 days prior to the record date for determining holders of the Comon Stock for purposes of receiving such payment or proposed effective date, whichever is earlier, for the event specified offer; in the noticecase of any action covered by Subsection 4.10(c) or 4.10(d) above, at least 15 days prior to the earlier of the date upon which such action is to take place or any record date to determine holders of Comon Stock entitled to receive such securities or other property; and in the registered Holder shall use its best efforts to respond to case of any action covered by Subsection 4.10(e) above, no more than 15 days after such notice as promptly as reasonably possible after the receipt thereofaction.

Notice of Certain Actions. If at any time In the event that the Company proposes:(or its Board of Directors): (a) To declare any dividend, whether payable in cash or in stock or other property, upon its shall authorize issuance to all holders of shares of Common Stock of rights or upon warrants to subscribe for or purchase any other class of its securities purchasable upon exercise of this Warrant, equity interest in the Company or to make any other special dividend or distribution to the holders of its Common Stock or to the holders of any other class of its securities purchasable upon exercise of this Warrant;Options or Convertible Securities; or (b) To offer for subscription prorata shall authorize any distribution to the holders of its shares of Common Stock or to any equity interest in the holders Company, whether in the form of any cash, property, assets, evidences of indebtedness, or other class of its securities purchasable upon exercise of this Warrant any additional shares of stock of any class or any other rights;consideration; or (c) To engage in becomes a party to any consolidation or merger for which approval of any equity owners of the Company will be required, or to a conveyance or transfer of the properties and assets of the Company substantially as an entirety, or of any capital reorganization or reclassification or change of the capital stock shares of Common Stock or any equity interests of the Company, any consolidation or merger involving the Company, or any sale of all or substantially all of the Company’s assets in any one transaction or series of related transaction; or; (d) To engage in commences a voluntary or involuntary dissolution, liquidation or winding-up of the Companywinding up; then, in each of such cases, or (e) takes any other action that would require an adjustment pursuant to Section 7; then the Company shall give provide a written notice to the registered Holder in accordance with Section 19 hereof, specifying, as the case may be, stating (i) in the case date as of a proposed dividend, distribution, subscription which the holders of record of shares of Common Stock or other right, the date on which the books equity interests of the Company shall close to be entitled to receive any such rights, equity or a record shall distribution are to be taken for the purpose thereofdetermined, the amount, character and terms thereof, and the date on which it is proposed that the dividend, distribution, subscription or other right will be distributed, and (ii) in case if applicable, the material terms of a proposed reorganizationany such consolidation or merger and the expected effective date thereof, reclassificationor (iii) if applicable, consolidationthe material terms of any such conveyance, merger, saletransfer, dissolution, liquidation or winding-winding up, the date (if any) on which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event it is expected to take placebecome effective, and the date on as of which the it is expected that holders of the applicable class of securities of the Company shall record will be entitled to exchange their shares of Common Stock or other equity interests of the Company for securities or other property property, if any, deliverable upon such eventreclassification, conveyance, transfer, dissolution, liquidation, or winding up. Such notice shall be given at least not later than twenty (20) business days prior to the effective date (or the applicable record date or proposed effective date, whichever is if earlier) of such event. The failure to give the notice required by this Section 8 or any defect therein shall not affect the legality or validity of any distribution, for right, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the event specified in the notice, and the registered Holder shall use its best efforts to respond to such notice as promptly as reasonably possible after the receipt thereofvote upon any action.

Notice of Certain Actions. If In the event that at any time time: ------------------------- (A) the Company proposes:shall authorize the issuance of convertible securities to all holders of its common stock; or (B) the Company shall authorize the distribution to all holders of its common stock of evidences of its indebtedness or assets (other than dividends paid in or distributions of the Company's capital stock for which the number of Warrant Shares purchasable hereunder shall have been adjusted pursuant to subsection (a) To declare any dividend, whether payable in cash or in stock or other property, upon its Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant, Section 4 or to make any other special dividend regular cash dividends or distribution to distributions payable out of earnings or surplus and made in the holders ordinary course of its Common Stock or to the holders of any other class of its securities purchasable upon exercise of this Warrant;business); or (bC) To offer for subscription prorata to the holders of its Common Stock or to the holders of any other class of its securities purchasable upon exercise of this Warrant any additional shares of stock of any class or any other rights; (c) To engage in Company shall authorize any capital reorganization or reclassification of the capital common stock (other than a subdivision or combination of the Company, outstanding common stock and other than a change in par value of the common stock) or of any consolidation or merger involving to which the CompanyCompany is a party and for which approval of any stockholders of the Company is required (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or change of the common stock outstanding), or any sale of all or substantially all of the Company’s conveyance or transfer of the properties and assets in any one transaction or series of related transactionthe Company substantially as an entirety; or (dD) To engage in there shall be a voluntary or involuntary dissolution, suspension of payments, liquidation or winding-up of the Company; then, in each of such cases, or (E) the Company shall give written notice propose to take any other action that would require an adjustment of the number of Common Stock Equivalents deliverable hereunder pursuant to this Section 4; then the Company shall cause to be mailed by certified mail to the registered Holder Escrow Agent, at least 30 days (or 20 days in accordance with Section 19 hereofany case specified in clause (A) or (B) above) prior to the applicable record or effective date hereinafter specified, specifying, as the case may be, (i) in the case of a proposed dividendnotice describing such issuance, distribution, subscription or other right, the date on which the books of the Company shall close or a record shall be taken for the purpose thereof, the amount, character and terms thereof, and the date on which it is proposed that the dividend, distribution, subscription or other right will be distributed, and (ii) in case of a proposed reorganization, reclassification, consolidation, merger, saleconveyance, transfer, dissolution, liquidation liquidation, winding- up or winding-up, other action and stating (x) the date (if any) on as of which the books holders of the Company shall close common stock of record entitled to receive any such convertible securities or a record shall distributions are to be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event is to take place, and determined or (y) the date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation, winding- up or other action is expected to become effective and the date as of which it is expected that holders of the applicable class common stock of securities of the Company record shall be entitled to exchange their shares of common stock for securities or other property property, if any, 214 deliverable upon such event. Such notice shall be given at least twenty (20) days prior to the record date reorganization, reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation, winding-up or proposed effective date, whichever is earlier, for the event specified in the notice, and the registered Holder shall use its best efforts to respond to such notice as promptly as reasonably possible after the receipt thereofother action.

Notice of Certain Actions. If In the event that at any time time: (A) the Company proposes: (a) To declare any dividend, whether payable in cash or in stock or other property, upon its Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant, or to make any other special dividend or shall authorize the distribution to the all holders of its Common Stock or to the holders of any other class evidences of its securities indebtedness or assets (other than dividends paid in or distributions of the Company, share capital for which the number of Warrant Shares purchasable upon exercise hereunder shall have been adjusted pursuant to subsection (a) of this Warrant; Section 7 or regular cash dividends or distributions payable out of earnings or surplus and made in the ordinary course of business); or (bB) To offer for subscription prorata to the holders of its Common Stock or to the holders of any other class of its securities purchasable upon exercise of this Warrant any additional shares of stock of any class or any other rights; (c) To engage in Company shall authorize any capital reorganization or reclassification of the capital stock Common Stock (other than a subdivision, consolidation or combination of the Companyoutstanding Common Stock and other than a change in par value of the Common Stock) or of any consolidation, any consolidation amalgamation or merger involving to which the CompanyCompany is a party, or any sale of all or substantially all of the Company’s conveyance or transfer of the properties and assets in any one transaction of the Company substantially as an entirety; or series of related transaction; or (dC) To engage in there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in each or (D) the Company or any subsidiary shall commence a tender offer for all or a portion of the outstanding shares of Common Stock (or shall amend any such cases, tender offer to change the maximum number of shares being sought or the amount or type of consideration being offered therefor); or (E) the Company shall give written notice propose to take any other action that would require an adjustment of the number of Warrant Shares purchasable hereunder pursuant to this Section 7; then the Company shall or shall cause to be mailed by certified mail to the registered Holder in accordance with Section 19 hereofHolder, specifyingat least 15 days prior to the applicable record or effective date hereinafter specified, as the case may be, (i) in the case of a proposed dividendnotice describing such issuance, distribution, subscription or other right, the date on which the books of the Company shall close or a record shall be taken for the purpose thereof, the amount, character and terms thereof, and the date on which it is proposed that the dividend, distribution, subscription or other right will be distributed, and (ii) in case of a proposed reorganization, reclassification, consolidation, merger, saleconveyance, transfer, dissolution, liquidation or liquidation, winding-up, up or other action and stating (i) the date (if any) on as of which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event it is to take place, and the date on which expected that the holders of the applicable class Common Stock of securities of the Company shall be entitled to exchange their shares for securities or other property deliverable upon such event. Such notice shall be given at least twenty (20) days prior to the record date or proposed effective date, whichever is earlier, for the event specified in the notice, and the registered Holder shall use its best efforts to respond to such notice as promptly as reasonably possible after the receipt thereof.record

Notice of Certain Actions. If at any time In the event the Company proposes:shall ------------------------- (a) To declare any dividend, whether dividend payable in cash or in stock or other property, upon its Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant, or to make any other special dividend or distribution to the holders of its Common Stock or make any other distribution in property other than cash to the holders of any other class of its securities purchasable upon exercise of this Warrant; Common Stock, (b) To offer for subscription prorata to the holders of its Common Stock rights to subscribe for or to the holders of purchase any other class of its securities purchasable upon exercise of this Warrant any additional shares of stock of any class of stock or any other rights; rights or options, or (c) To engage in effect any reclassification of its Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization or reclassification of the capital stock of the Company, any consolidation or merger involving the Company(other than a merger in which no distribution of securities or other property is made to holders of Common Stock) or any sale, transfer or other disposition of its property, assets and business substantially as an entirety, or any sale of all the liquidation, dissolution or substantially all of the Company’s assets in any one transaction or series of related transaction; or (d) To engage in a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then, in each of such casescase, the Company shall give written cause notice of such proposed action to the registered be mailed to each Holder in accordance with Section 19 hereofat least thirty (30) days prior to such action; provided, specifyinghowever, as the case may be, (i) -------- ------- that in the case event that the Company provides public notice of a proposed dividendsuch action specifying the information set forth below at least fifteen (15) days prior to such action, distribution, subscription or other right, the Company shall be deemed to have satisfied its obligation to provide notice pursuant to this Section 3.6. Such notice shall specify the date on which the books of the Company shall close close, or a record shall be taken taken, for the purpose thereofdetermining holders of Common Stock entitled to receive such stock dividend or other distribution or such rights or options, the amount, character and terms thereof, and or the date on which it is proposed that the dividendsuch reclassification, distribution, subscription or other right will be distributed, and (ii) in case of a proposed reorganization, reclassification, consolidation, merger, sale, transfer, other disposition, liquidation, dissolution, liquidation winding up or winding-upexchange shall take place or commence, as the date (if any) on which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event is to take placecase may be, and the date on as of which the it is expected that holders of the applicable class record of securities of the Company Common Stock shall be entitled to exchange their shares for receive securities or other property deliverable upon such eventaction, if any such date has been fixed. Such notice shall be given mailed in the case of any action covered by paragraph (a) or (b) of this Section 3.6, at least twenty ten (2010) days prior to the record date for determining holders of the Common Stock for purposes of receiving such payment or proposed effective dateoffer, whichever is earlier, for the event specified and in the noticecase of any action covered by this paragraph (c), and at least ten (10) days prior to the registered Holder shall use its best efforts earlier of the date upon which such action is to respond take place or any record date to determine holders of Common Stock entitled to receive such notice as promptly as reasonably possible after the receipt thereofsecurities or other property.

Notice of Certain Actions. If at any time In the event the Company proposes: shall (a) To declare any dividend, whether dividend payable in cash or in stock or other property, upon its Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant, or to make any other special dividend or distribution to the holders of its Common Stock or make any other distribution in property other than cash to the holders of any other class of its securities purchasable upon exercise of this Warrant; Common Stock, (b) To offer for subscription prorata to the holders of its Common Stock rights to subscribe for or to the holders of purchase any other class of its securities purchasable upon exercise of this Warrant any additional shares of stock of any class of stock or any other rights; rights or options, or (c) To engage in effect any reclassification of its- Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization or reclassification of the capital stock of the Company, any consolidation or merger involving the Company(other am a merger in which no distribution of securities or other property is made to holders of Common Stock) or any sale, transfer or other disposition of its property, assets and business substantially as an entirety, or any sale of all the liquidation, dissolution or substantially all of the Company’s assets in any one transaction or series of related transaction; or (d) To engage in a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then, in each of such casescase, the Company shall give written cause notice of such proposed action to the registered be mailed to each Holder in accordance with Section 19 hereofat least thirty (30) days prior to such action; PROVIDED, specifyingHOWEVER, as the case may be, (i) that in the case event that the Company provides public notice of a proposed dividendsuch action specifying the information set forth below at least fifteen (15) days prior to such action, distribution, subscription or other right, the Company shall be deemed to have satisfied its obligation to provide notice pursuant to this Section 3.7. Such notice shall specify the date on which the books of the Company shall close close, or a record shall be taken taken, for the purpose thereofdetermining holders of Common Stock entitled to receive such stock dividend or other distribution or such rights or options, the amount, character and terms thereof, and or the date on which it is proposed that the dividendsuch reclassification, distribution, subscription or other right will be distributed, and (ii) in case of a proposed reorganization, reclassification, consolidation, merger, sale, transfer, other disposition, liquidation, dissolution, liquidation winding up or winding-upexchange shall take place or commence, as the date (if any) on which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event is to take placecase may be, and the date on as of which the it is expected that holders of the applicable class record of securities of the Company Common Stock shall be entitled to exchange their shares for receive securities or other property deliverable upon such eventaction, if any such date has been fixed. Such notice shall be given mailed in the case of any action covered by paragraph (a) or (b) of this Section 3.7, at least twenty ten (2010) days prior to the record date for determining holders of the Common Stock for purposes of receiving such payment or proposed effective dateoffer, whichever is earlier, for the event specified and in the noticecase of any action covered by this paragraph (c), and at least ten (10) days prior to the registered Holder shall use its best efforts earlier of the date upon which such action is to respond take place or any record date to determine holders of Common Stock entitled to receive such notice as promptly as reasonably possible after the receipt thereofsecurities or other property.

Notice of Certain Actions. If at any time In the event the Company proposesshall: (a) To declare any dividend, whether dividend payable in cash or in stock or other property, upon its Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant, or to make any other special dividend or distribution to the holders of its the Common Stock or make any other distribution in property other than cash to the holders of any other class of its securities purchasable upon exercise of this Warrantthe Common Stock; (b) To offer for subscription prorata to the holders of its the Common Stock rights to subscribe for or to the holders of purchase any other class of its securities purchasable upon exercise of this Warrant any additional shares of stock of any class of stock or any other rights;rights or options; or (c) To engage in effect any reclassification of the Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization or reclassification of the capital stock of the Company, any consolidation or merger involving the Company(other than a merger in which no distribution of securities or other property is made to holders of Common Stock), or any sale sale, transfer or other disposition of all its property, assets and business substantially as an entirety, or substantially all of the Company’s assets in any one transaction liquidation, dissolution or series of related transaction; or (d) To engage in a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then, in each of such casescase, the Company shall give written mail notice of such proposed action to the registered Holder in accordance with Section 19 hereof, specifying, as the case may be, each holder of Warrants at least ten (i10) in the case of a proposed dividend, distribution, subscription or other right, days prior to such action. Such notice shall specify the date on which the books of the Company shall close close, or a record shall be taken taken, for the purpose thereofdetermining holders of Common Stock entitled to receive such stock dividend or other distribution or such rights or options, the amount, character and terms thereof, and or the date on which it is proposed that the dividendsuch reclassification, distribution, subscription or other right will be distributed, and (ii) in case of a proposed reorganization, reclassification, consolidation, merger, sale, transfer, other disposition, liquidation, dissolution, liquidation winding up or winding-upexchange shall take place or commence, as the date (if any) on which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event is to take placecase may be, and the date on as of which the it is expected that holders of the applicable class record of securities of the Company Common Stock shall be entitled to exchange their shares for receive securities or other property deliverable upon such eventaction, if any such date has been fixed. Such notice shall be given mailed in the case of any action covered by paragraph (a) or (b) of this Section 4.7, at least twenty ten (2010) days prior to the record date for determining holders of the Common Stock for purposes of receiving such payment or proposed effective dateoffer, whichever is earlier, for the event specified and in the noticecase of any action covered by paragraph (c) of this Section 4.7, and at least ten (10) days prior to the registered Holder shall use its best efforts earlier of the date upon which such action is to respond take place or any record date to determine holders of Common Stock entitled to receive such notice as promptly as reasonably possible after the receipt thereofsecurities or other property.

Notice of Certain Actions. If at any time In the event the Company proposes: shall (a) To declare any dividend, whether dividend payable in cash or in stock or other property, upon its Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant, or to make any other special dividend or distribution to the holders of its Common Stock Shares or to the holders of make any other class of its securities purchasable upon exercise of this Warrant; (b) To offer for subscription prorata distribution in property other than cash to the holders of its Common Stock or Shares, (b) offer to the holders of its Common Shares rights to subscribe for or purchase any other class of its securities purchasable upon exercise of this Warrant any additional shares of stock of any class of stock or any other rights; rights or options, or (c) To engage in effect any reclassification of its Common Shares (other than a reclassification involving merely the subdivision or combination of outstanding Common Shares) or any capital reorganization or reclassification any consolidation, amalgamation, merger or other combination (other than a consolidation, amalgamation, merger or other combination in which no distribution of the capital stock securities or other property is made to holders of the CompanyCommon Shares) or any sale, any consolidation transfer or merger involving the Companyother disposition of its property, assets and business substantially as an entirety, or any sale of all the liquidation, dissolution or substantially all of the Company’s assets in any one transaction or series of related transaction; or (d) To engage in a voluntary or involuntary dissolution, liquidation or winding-winding up of in the Company; then, in each of such casescase, the Company shall give written cause notice of such proposed action to the registered be mailed to each Holder in accordance with Section 19 hereof, specifying, as the case may be, at least thirty (i30) in the case of a proposed dividend, distribution, subscription or other right, days prior to such action. Such notice shall specify the date on which the books of the Company shall close close, or a record shall be taken taken, for the purpose thereofdetermining holders of Common Shares entitled to receive such stock dividend or other distribution or such rights or options, the amount, character and terms thereof, and or the date on which it is proposed that the dividendsuch reclassification, distribution, subscription or other right will be distributed, and (ii) in case of a proposed reorganization, reclassificationconsolidation, consolidationamalgamation, combination, merger, sale, transfer, other disposition, liquidation, dissolution, liquidation winding up or winding-upexchange shall take place or commence, as the date (if any) on which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event is to take placecase may be, and the date on as of which the it is expected that holders of the applicable class record of securities of the Company Common Shares shall be entitled to exchange their shares for receive securities or other property deliverable upon such eventaction, if any such date has been fixed. Such notice shall be given mailed in the case of any action covered by paragraph (a) and (b) of this Section 15, at least twenty ten (2010) days prior to the record date for determining holders of the Common Shares for purposes of receiving such payment or proposed effective dateoffer, whichever is earlier, for the event specified and in the noticecase of any action covered by this paragraph (c), and at least ten (10) days prior to the registered Holder shall use its best efforts record date to respond determine holders of Common Shares entitled to receive such notice as promptly as reasonably possible after the receipt thereofsecurities or other property.

Notice of Certain Actions. If at any time In the event the Company proposesshall: (a) To declare any dividend, whether dividend payable in cash or in capital stock to all holders of Common Stock (or other property, upon its Common Stock equity securities) or upon any other class of its securities purchasable upon exercise of this Warrant, or to make any other special dividend distribution to all holders of Common Stock (or distribution other equity securities); or (b) offer to the holders of its Common Stock (or other equity securities) rights to the holders of subscribe for or purchase any other class of its securities purchasable upon exercise of this Warrant; (b) To offer for subscription prorata to the holders of its Common Stock or to the holders of any other class of its securities purchasable upon exercise of this Warrant any additional shares of stock of any class of stock or any other rights;rights or options; or (c) To engage in effect any reclassification of Common Stock (or other equity securities) or any capital reorganization reorganization, or reclassification any consolidation or merger, or any sale, transfer or other disposition of its property, assets and business substantially as an entirety, or the capital stock liquidation, dissolution or winding up of the Company, including any consolidation or merger involving such transaction giving rise to the Company, or any sale rights of all or substantially all Holders of the Company’s assets in any one transaction or series of related transaction; or (d) To engage in a voluntary or involuntary dissolution, liquidation or winding-up of the CompanyWarrants under Section 3.4; then, in each of such casescase, the Company shall give cause written notice of such proposed action to the be mailed to each registered Holder in accordance with Section 19 hereof, specifying, as the case may be, (i) in the case of a proposed dividend, distribution, subscription or other right, Warrant Certificate. Such notice shall specify the date on which the books of the Company shall close close, or a record shall be taken taken, for the purpose thereofdetermining holders of Common Stock (or other equity securities) entitled to receive such stock dividend or other distribution or such rights or options, the amount, character and terms thereof, and or the date on which it is proposed that the dividendsuch reclassification, distribution, subscription or other right will be distributed, and (ii) in case of a proposed reorganization, reclassification, consolidation, merger, sale, transfer, other disposition, liquidation, dissolution, liquidation winding up or winding-upexchange shall take place or commence, as the date (if any) on which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event is to take placecase may be, and the date on as of which the it is expected that holders of the applicable class record of securities of the Company Common Stock (or other equity securities) shall be entitled to exchange their shares for receive securities or other property deliverable upon such eventaction, if any such date has been fixed. Such notice shall be given mailed, in the case of any action covered by Sections 3.6(a) or (b) above, at least twenty (20) days prior to the record date for determining holders of the Common Stock (or proposed effective dateother equity securities) for purposes of receiving such payment or offer, whichever is earlierand, for the event specified in the noticecase of any action covered by Section 3.6(c) above, and at least twenty (20) days prior to the registered Holder shall use its best efforts earlier of the date upon which such action is to respond take place or any record date to determine holders of Common Stock (or other equity securities) entitled to receive such notice as promptly as reasonably possible after the receipt thereofsecurities or other property.

Notice of Certain Actions. If In the event that at any time the Company proposestime: (a) To declare any dividend, whether payable in cash or in stock or other property, upon its Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant, or the Company shall authorize the issuance to make any other special dividend or distribution to the all holders of its Common Stock or to the holders of any other class shares of its securities purchasable upon exercise capital stock of this Warrant;the Company convertible into Common Stock; or (b) To offer for subscription prorata the Company shall authorize the distribution to the all holders of its Common Stock or to the holders of any other class evidences of its securities purchasable upon exercise of this Warrant any additional shares of stock of any class indebtedness or any other rights;assets; or (c) To engage in the Company shall authorize any capital reorganization or reclassification of the capital stock Common Stock (other than a subdivision or combination of the Company, outstanding Common Stock and other than a change in par value of the Common Stock) or of any consolidation or merger involving to which the CompanyCompany is a party and for which approval of any stockholders of the Company is required (other than a consolidation of merger in which the Company is the continuing corporation and that does not result in any reclassification or change of the Common Stock outstanding), or any sale of all or substantially all of the Company’s conveyance or transfer of the properties and assets in any one transaction or series of related transactionthe Company substantially as an entirety; or (d) To engage in there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in each of such cases, then the Company shall give written notice cause to be mailed by certified mail to each Holder, at least 20 days prior to the registered Holder in accordance with Section 19 hereofapplicable record or effective date hereinafter specified, specifyinga notice describing such issuance, as the case may bedistribution, reorganization, reclassification, consolidation, conveyance, transfer, dissolution, liquidation, or winding-up and stating (i) in the case date as of a proposed dividend, distribution, subscription which the holders of Common Stock or other right, record entitled to receive any such convertible securities or distributions are to be determined or (ii) the date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation or winding-up is expected to become effective and the books date as of the Company shall close or a which it is expected that holders of Common Stock of record shall be taken entitled to exchange their shares of Common Stock for the purpose thereof, the amount, character and terms thereof, and the date on which it is proposed that the dividend, distribution, subscription securities or other right will be distributedproperty, and (ii) in case of a proposed if any, deliverable upon such reorganization, reclassification, consolidation, merger, saleconveyance, transfer, dissolution, liquidation or winding-up, the date (if any) on which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event is to take place, and the date on which the holders of the applicable class of securities of the Company shall be entitled to exchange their shares for securities or other property deliverable upon such event. Such notice shall be given at least twenty (20) days prior to the record date or proposed effective date, whichever is earlier, for the event specified in the notice, and the registered Holder shall use its best efforts to respond to such notice as promptly as reasonably possible after the receipt thereof.

Notice of Certain Actions. If In the event that at any time the Company proposestime: (aA) To declare any dividend, whether payable in cash or in stock or other property, upon its Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant, or Company shall authorize the issuance to make any other special dividend or distribution to the all holders of its Common Stock or to the holders of any other class of its securities purchasable upon exercise of this Warrant;Convertible Securities; or (bB) To offer for subscription prorata Company shall authorize the distribution to the all holders of its Common Stock or to the holders of any other class evidences of its securities indebtedness or assets (other than dividends paid in or distributions of Company capital stock for which the number of Warrant Shares purchasable upon exercise hereunder shall have been adjusted pursuant to subsection (a) of this Warrant any additional shares Section 7 or regular cash dividends or distributions payable out of stock earnings or surplus and made in the ordinary course of any class or any other rights;business); or (cC) To engage in Company shall authorize any capital reorganization or reclassification of the capital stock Common Stock (other than a subdivision or combination of the Company, outstanding Common Stock and other than a change in par value of the Common Stock) or any consolidation or merger involving to which Company is a party and for which approval of any stockholders of Company is required (other than a consolidation or merger in which Company is the Companycontinuing corporation and that does not result in any reclassification or change of the Common Stock outstanding), or any sale of all or substantially all of the Company’s conveyance or transfer of the properties and assets in any one transaction or series of related transactionCompany substantially as an entirety; or (dD) To engage in there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in each of such cases, the or (E) Company shall give written notice propose to take any other action that would require an adjustment of the number of Warrant Shares purchasable hereunder pursuant to this Section 7; then Company shall cause to be mailed by certified mail to the registered Holder Holder, at least 30 days (or 20 days in accordance with Section 19 hereofany case specified in clause (A) or (B) above) prior to the applicable record or effective date hereinafter specified, specifying, as the case may be, (i) in the case of a proposed dividendnotice describing such issuance, distribution, subscription or other right, the date on which the books of the Company shall close or a record shall be taken for the purpose thereof, the amount, character and terms thereof, and the date on which it is proposed that the dividend, distribution, subscription or other right will be distributed, and (ii) in case of a proposed reorganization, reclassification, consolidation, merger, saleconveyance, transfer, dissolution, liquidation, winding-up or other action and stating (x) the date as of which the holders of Common Stock of record entitled to receive any such Convertible Securities or distributions are to be determined or (y) the date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation or winding-up, the date (if any) on which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the up is expected to become effective date on which such proposed event is to take place, and the date on as of which the it is expected that holders of the applicable class Common Stock of securities of the Company shall be entitled to exchange their shares for securities or other property deliverable upon such event. Such notice shall be given at least twenty (20) days prior to the record date or proposed effective date, whichever is earlier, for the event specified in the notice, and the registered Holder shall use its best efforts to respond to such notice as promptly as reasonably possible after the receipt thereof.shall

Notice of Certain Actions. If at any time In the event that the Company proposes:(or its Board of Directors): (a) To declare any dividend, whether payable in cash or in stock or other property, upon its shall authorize issuance to all holders of shares of Common Stock of rights or upon warrants to subscribe for or purchase any other class of its securities purchasable upon exercise of this Warrant, equity interest in the Company or to make any other special dividend or distribution to the holders of its Common Stock or to the holders of any other class of its securities purchasable upon exercise of this Warrant;Options or Convertible Securities; or (b) To offer for subscription prorata shall authorize any distribution to the holders of its shares of Common Stock or to any equity interest in the holders Company, whether in the form of any cash, property, assets, evidences of indebtedness, or other class of its securities purchasable upon exercise of this Warrant any additional shares of stock of any class or any other rights;consideration; or (c) To engage in becomes a party to any consolidation or merger for which approval of any equity owners of the Company will be required, or to a conveyance or transfer of the properties and assets of the Company substantially as an entirety, or of any capital reorganization or reclassification or change of the capital stock shares of Common Stock or any equity interests of the Company, any consolidation or merger involving the Company, or any sale of all or substantially all of the Company’s assets in any one transaction or series of related transaction; or (d) To engage in commences a voluntary or involuntary dissolution, liquidation or winding-up of the Companywinding up; then, in each of such cases, or (e) takes any other action that would require an adjustment pursuant to Section 7; then the Company shall give provide a written notice to the registered Holder in accordance with Section 19 hereof, specifying, as the case may be, stating (i) in the case date as of a proposed dividend, distribution, subscription which the holders of record of shares of Common Stock or other right, the date on which the books equity interests of the Company shall close to be entitled to receive any such rights, equity or a record shall distribution are to be taken for the purpose thereofdetermined, the amount, character and terms thereof, and the date on which it is proposed that the dividend, distribution, subscription or other right will be distributed, and (ii) in case if applicable, the material terms of a proposed reorganizationany such consolidation or merger and the expected effective date thereof, reclassificationor (iii) if applicable, consolidationthe material terms of any such conveyance, merger, saletransfer, dissolution, liquidation or winding-winding up, the date (if any) on which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event it is expected to take placebecome effective, and the date on as of which the it is expected that holders of the applicable class of securities of the Company shall record will be entitled to exchange their shares of Common Stock or other equity interests of the Company for securities or other property property, if any, deliverable upon such eventreclassification, conveyance, transfer, dissolution, liquidation, or winding up. Such notice shall be given at least not later than twenty (20) business days prior to the effective date (or the applicable record date or proposed effective date, whichever is if earlier) of such event. The failure to give the notice required by this Section 8 or any defect therein shall not affect the legality or validity of any distribution, for right, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the event specified in the notice, and the registered Holder shall use its best efforts to respond to such notice as promptly as reasonably possible after the receipt thereofvote upon any action.

Notice of Certain Actions. If at any time In the event the Company proposes: shall (a) To ------------------------- declare any dividend, whether dividend payable in cash or in stock or other property, upon its Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant, or to make any other special dividend or distribution to the holders of its Common Stock or make any other distribution in property other than cash to the holders of any other class of its securities purchasable upon exercise of this Warrant; Common Stock, (b) To offer for subscription prorata to the holders of its Common Stock rights to subscribe for or to the holders of purchase any other class of its securities purchasable upon exercise of this Warrant any additional shares of stock of any class of stock or any other rights; rights or options, or (c) To engage in effect any reclassification of its Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization or reclassification of the capital stock of the Company, any consolidation or merger involving the Company(other than a merger in which no distribution of securities or other property is made to holders of Common Stock) or any sale, transfer or other disposition of its property, assets and business substantially as an entirety, or any sale of all the liquidation, dissolution or substantially all of the Company’s assets in any one transaction or series of related transaction; or (d) To engage in a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then, in each of such casescase, the Company shall give written cause notice of such proposed action to the registered be mailed to each Holder in accordance with Section 19 hereofat least thirty (30) days prior to such action; provided, specifyinghowever, as the case may be, (i) that in the case event that -------- ------- the Company provides public notice of a proposed dividendsuch action specifying the information set forth below at least fifteen (15) days prior to such action, distribution, subscription or other right, the Company shall be deemed to have satisfied its obligation to provide notice pursuant to this Section 3.7. Such notice shall specify the date on which the books of the Company shall close close, or a record shall be taken taken, for the purpose thereofdetermining holders of Common Stock entitled to receive such stock dividend or other distribution or such rights or options, the amount, character and terms thereof, and or the date on which it is proposed that the dividendsuch reclassification, distribution, subscription or other right will be distributed, and (ii) in case of a proposed reorganization, reclassification, consolidation, merger, sale, transfer, other disposition, liquidation, dissolution, liquidation winding up or winding-upexchange shall take place or commence, as the date (if any) on which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event is to take placecase may be, and the date on as of which the it is expected that holders of the applicable class record of securities of the Company Common Stock shall be entitled to exchange their shares for receive securities or other property deliverable upon such eventaction, if any such date has been fixed. Such notice shall be given mailed in the case of any action covered by paragraph (a) or (b) of this Section 3.7, at least twenty ten (2010) days prior to the record date for determining holders of the Common Stock for purposes of receiving such payment or proposed effective dateoffer, whichever is earlier, for the event specified and in the noticecase of any action covered by this paragraph (c), and at least ten (10) days prior to the registered Holder shall use its best efforts earlier of the date upon which such action is to respond take place or any record date to determine holders of Common Stock entitled to receive such notice as promptly as reasonably possible after the receipt thereofsecurities or other property.