Common use of Notice of Certain Corporate Action Clause in Contracts

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (a) to offer to the holders of Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (b) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Warrant Agent and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (a) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (b) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (a) to offer to the holders of its Common Stock, generally, Stock rights to subscribe for or to or purchase any additional shares of Common Stock or shares of stock of any class of its capital stock, any evidences of its indebtedness or assets, or any other securities, rights or options options, or (b) to effect any reclassification of its Common Stock (other than a reclassification involving merely only the subdivision subdivision, or combination combination, of outstanding shares of Common Stock), or (c) or to effect any capital reorganization, or (d) to effect any consolidation Change of Control, or merger (e) to which effect the Company is a party and for which approval of any stockholders liquidation, dissolution or winding up of the Company is required, or any sale, transfer or other disposition (f) to offer to the holders of its property and assets substantially as an entirety, Common Stock the right to have their shares of Common Stock repurchased or the liquidation, voluntary redeemed or involuntary dissolution or winding-up of otherwise acquired by the Company, thenor (g) to take any other action which would require the adjustment of the Warrant Price and/or the number of Warrant Shares issuable upon exercise of this Warrant, then in each such casecase (but without limiting the provisions of Section 5), the Company shall file with give to the Warrant Agent and the CompanyHolder, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates a notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record is to be taken for purposes of such dividend, distribution of offer of rights or optionsrights, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other dispositionChange of Control, liquidation, voluntary dissolution, or involuntary dissolution or winding-winding up shall is to take place or commence, as and the case may be, and which shall also specify any record date for determination of participation therein by the holders of Common Stock entitled Stock, if any such date is to vote thereon or participate therein be fixed and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result effect of such actionaction on the Common Stock. Such notice shall be filed and mailed in the case of any action covered by clause (a) above, so given at least ten days (10) Business Days prior to the record date for determining holders of the Common Stock for purposes of participating in or voting on such action oraction, if a record is not or at least ten (10) Business Days prior to be taken, the date as of which the taking of such proposed action or the date of participation therein by the holders of shares of Common Stock of record are to Stock, whichever shall be entitled to such offering; andthe earlier. Such notice shall specify, in the case of any action covered by clause (b) abovesubscription or repurchase rights, at least 20 days prior to the earlier of the date on which such reclassificationthe holders of Common Stock shall be entitled thereto, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that the holders of shares of Common Stock of record on such date shall be entitled to exchange their shares Common Stock for securities or other property deliverable upon such any reorganization, reclassification, Change of Control or other action, as the case may be. Such notice shall also state whether the action in question or the record date is subject to the effectiveness of a registration statement under the Act or to a favorable vote of security holders, if either is required, and the adjustment in Warrant Price and/or number of Warrant Shares issuable upon exercise of this Warrant as a result of such reorganization, consolidationreclassification, mergerChange of Control or other action, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-upto the extent then determinable. Failure to give any No such notice shall be given if the Company reasonably determines that the giving of such notice would require disclosure of material information which the Company has a bona fide purpose for preserving as confidential or any defect therein shall the disclosure of which would not affect be in the legality or validity best interests of any transaction listed in this Section 12the Company.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (ai) to offer to the holders of Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (bii) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Warrant Agent and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (ai) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (bii) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash; or (b) the Company shall authorize the granting to offer to the all holders of its Common Stock, generally, Stock of rights or warrants to subscribe to for or purchase any additional shares of capital stock of any class or of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (bother than pursuant to a rights agreement referenced in Section 14.04(11)); or (c) to effect of any reclassification of the Common Stock of the Company (other than a reclassification involving merely the subdivision or combination of its outstanding shares of Common Stock) or any capital reorganization), or of any consolidation consolidation, merger or merger share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, of the sale or transfer of all or other disposition substantially all of its property and the assets substantially as an entirety, or of the liquidation, Company; or (d) of the voluntary or involuntary dissolution dissolution, liquidation or winding-winding up of the Company, then, in each such case, ; then the Company shall file with cause to be filed at each office or agency maintained for the Warrant Agent purpose of conversion of Securities pursuant to Section 10.02, and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) cause to be mailed to all registered holders of Holders at their last addresses as they shall appear in the Warrant Certificates Security Register, at least 20 days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable record or effective date hereinafter specified, a notice of such proposed action, which notice shall specify stating (x) the date on which the books of the Company shall close or a record is to be taken for the purpose of such offer of dividend, distribution, rights or optionswarrants, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (a) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; anddividend, in the case of any action covered by clause distribution, rights or warrants are to be determined, or (by) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, share exchange, sale, transfer, other dispositiondissolution, liquidation, voluntary liquidation or involuntary dissolution or winding-winding up is expected to become effective effective, and the date on as of which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares of Common Stock for securities securities, cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, share exchange, sale, transfer, other dispositiondissolution, liquidation, voluntary liquidation or involuntary dissolution or winding-winding up. Failure Neither the failure to give any such notice or nor any defect therein shall not affect the legality or validity of any transaction listed the proceedings described in clauses (a) through (d) of this Section 1214.06. If at the time the Trustee shall not be the Conversion Agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (a) to offer to the holders of Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (b) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any stockholders shareholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Warrant Agent and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (a) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (b) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (ai) to offer to the holders of Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (bii) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Warrant Agent and the Company, or the Warrant Agent on its behalfthe Company’s behalf and at the Company’s request, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (ai) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (bii) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.

Notice of Certain Corporate Action. In case the Company after the date hereof shall shall, other than in connection with the Offering, propose (ai) to offer to the holders of Common Stock, generally, Stock rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (bii) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any stockholders shareholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Warrant Agent and the Company, Company (or the Warrant Agent on its behalf, ) shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (ai) above, at least ten 10 days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (bii) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.

Notice of Certain Corporate Action. In case case: (1) the Company after shall declare a dividend (or any other distribution) on its Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require any adjustment pursuant to Section 12.4; or (2) the date hereof Company shall propose (a) authorize the granting to offer to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights; or (3) of any reclassification of the Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stockconsolidation, any evidences of its indebtedness merger or assets, or any other rights or options or (b) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or any of the conveyance, sale, transfer or other disposition lease of its property and all or substantially all of the assets substantially as an entirety, or of the liquidation, Company; or (4) of the voluntary or involuntary dissolution dissolution, liquidation or winding-winding up of the Company, then, in each such case, ; then the Company shall file with cause to be filed at each office or agency maintained for the Warrant Agent purpose of conversion of Securities pursuant to Section 10.2, and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) cause to be provided to all registered holders of Holders in accordance with Section 1.6, at least 20 days (or 10 days in any case specified in clause (1) or (2) above) prior to the Warrant Certificates applicable record or effective date hereinafter specified, a notice of such proposed action, which notice shall specify stating (x) the date on which the books of the Company shall close or a record is to be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result purpose of such action. Such notice shall be filed and mailed in the case of any action covered by clause (a) abovedividend, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; anddividend, in the case of any action covered by clause distribution, rights, options or warrants are to be determined or (by) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, saleconveyance, transfer, other dispositionsale, liquidationlease, voluntary dissolution, liquidation or involuntary dissolution or winding-winding up is expected to become effective effective, and the date on as of which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares of Common Stock for securities securities, cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, saleconveyance, transfer, other dispositionsale, liquidationlease, voluntary dissolution, liquidation or involuntary dissolution or winding-winding up. Failure Neither the failure to give any such notice or the notice referred to in the following paragraph nor any defect therein shall not affect the legality or validity of any transaction listed the proceedings described in clauses (1) through (4) of this Section 12.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (ai) to offer to the holders of Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (bii) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Warrant Agent and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Class A Exercise Price and the Class B Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (ai) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (bii) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (a) to offer to the holders of its Common Stock, generally, Stock rights to subscribe for or to or purchase any additional shares of Common Stock or shares of stock of any class of its capital stock, any evidences of its indebtedness or assets, or any other securities, rights or options options, or (b) to effect any reclassification of its Common Stock (other than a reclassification involving merely only the subdivision subdivision, or combination combination, of outstanding shares of Common Stock), or (c) or to effect any capital reorganization, or (d) to effect any consolidation Change of Control, or merger (e) to which effect the Company is a party and for which approval of any stockholders liquidation, dissolution or winding up of the Company is required, or any sale, transfer or other disposition (f) to offer to the holders of its property and assets substantially as an entirety, Common Stock the right to have their shares of Common Stock repurchased or the liquidation, voluntary redeemed or involuntary dissolution or winding-up of otherwise acquired by the Company, thenor (g) to take any other action which would require the adjustment of the Warrant Price and/or the number of Warrant Shares issuable upon exercise of this Warrant, then in each such casecase (but without limiting the provisions of Section 5), the Company shall file with give to the Warrant Agent and the CompanyHolder, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates a notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record is to be taken for purposes of such dividend, distribution or offer of rights or optionsrights, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other dispositionChange of Control, liquidation, voluntary dissolution, or involuntary dissolution or winding-winding up shall is to take place or commence, as and the case may be, and which shall also specify any record date for determination of participation therein by the holders of Common Stock entitled Stock, if any such date is to vote thereon or participate therein be fixed and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result effect of such actionaction on the Common Stock. Such notice shall be filed and mailed in the case of any action covered by clause (a) above, so given at least ten days (10) Business Days prior to the record date for determining holders of the Common Stock for purposes of participating in or voting on such action oraction, if a record is not or at least ten (10) Business Days prior to be taken, the date as of which the taking of such proposed action or the date of participation therein by the holders of shares of Common Stock of record are to Stock, whichever shall be entitled to such offering; andthe earlier. Such notice shall specify, in the case of any action covered by clause (b) abovesubscription or repurchase rights, at least 20 days prior to the earlier of the date on which such reclassificationthe holders of Common Stock shall be entitled thereto, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that the holders of shares of Common Stock of record on such date shall be entitled to exchange their shares Common Stock for securities or other property deliverable upon such any reorganization, reclassification, Change of Control or other action, as the case may be. Such notice shall also state whether the action in question or the record date is subject to the effectiveness of a registration statement under the Act or to a favorable vote of security holders, if either is required, and the adjustment in Warrant Price and/or number of Warrant Shares issuable upon exercise of this Warrant as a result of such reorganization, consolidationreclassification, mergerChange of Control or other action, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-upto the extent then determinable. Failure to give any No such notice shall be given if the Company reasonably determines that the giving of such notice would require disclosure of material information which the Company has a bona fide purpose for preserving as confidential or any defect therein shall the disclosure of which would not affect be in the legality or validity best interests of any transaction listed in this Section 12the Company.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (ai) to offer to the holders of Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (bii) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Warrant Agent and the Company, or the Warrant Agent on its behalfthe Company's behalf and at the Company's request, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (ai) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (bii) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (a) to offer to the holders of its Common Stock, generally, Stock rights to subscribe for or to or purchase any additional shares of Common Stock or shares of stock of any class of its capital stock, any evidences of its indebtedness or assets, or any other securities, rights or options options, or (b) to effect any reclassification of its Common Stock (other than a reclassification involving merely only the subdivision or combination of outstanding shares of Common Stock), or (c) or to effect any capital reorganization, or (d) to effect any consolidation consolidation, merger or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, transfer or other disposition of all or substantially all of its property and property, assets substantially as an entiretyor business, or (e) to effect the liquidation, voluntary or involuntary dissolution or winding-winding up of the Company or (f) to offer to the holders of its Common Stock the right to have their shares of Common Stock repurchased or redeemed or otherwise acquired by the Company, thenor (g) to take any other action which would require the adjustment of the Warrant Price and/or the number of Warrant Shares issuable upon exercise of this Warrant, then in each such casecase (but without limiting the provisions of Section 5), the Company shall file with give to the Warrant Agent and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates Holder a notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record is to be taken for purposes of such dividend, distribution or offer of rights or optionsrights, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary dissolution, or involuntary dissolution or winding-winding up shall is to take place or commence, as and the case may be, and which shall also specify any record date for determination of participation therein by the holders of Common Stock entitled Stock, if any such date is to vote thereon or participate therein be fixed, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result effect of such actionaction on the Common Stock. Such notice shall be filed and mailed in the case of any action covered by clause (a) above, so given at least ten days (10) Business Days prior to the record date for determining holders of the Common Stock for purposes of participating in or voting on such action oraction, if a record is not or at least ten (10) Business Days prior to be taken, the date as of which the taking of such proposed action or the date of participation therein by the holders of shares of Common Stock of record are to Stock, whichever shall be entitled to such offering; andthe earlier. Such notice shall specify, in the case of any action covered by clause (b) abovesubscription or repurchase rights, at least 20 days prior to the earlier of the date on which such reclassificationthe holders of Common Stock shall be entitled thereto, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that the holders of shares of Common Stock of record on such date shall be entitled to exchange their shares Common Stock for securities or other property deliverable upon such any reorganization, reclassification, reorganization, consolidation, merger, salesale or other action, transferas the case may be. Such notice shall also state whether the action in question or the record date is subject to the effectiveness of a registration statement under the Act or to a favorable vote of security holders, if either is required, and the adjustment of the Warrant Price and/or number of Warrant Shares issuable upon exercise of this Warrant as a result of such reorganization, reclassification, consolidation, merger, sale or other disposition, liquidation, voluntary or involuntary dissolution or winding-upaction. Failure to give any No such notice shall be required to be given if the Company reasonably determines that the giving of such notice would require disclosure of material information which the Company has a bona fide purpose for preserving as confidential or any defect therein shall the disclosure of which would not affect be in the legality or validity best interests of any transaction listed in this Section 12the Company.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (ai) to offer to the holders of Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (bii) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Warrant Agent and the Company, or the Warrant Agent on its behalfthe Company’s behalf and at the Company’s request, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Class A Exercise Price or the Class B Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (ai) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (bii) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.

Notice of Certain Corporate Action. In case the Company after the date hereof shall shall, other than in connection with the Offering, propose (ai) to offer to the holders of Common Stock, generally, Stock rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (bii) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any stockholders shareholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Warrant Agent and the Company, Company (or the Warrant Agent on its behalf, ) shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (ai) above, at least ten 10 days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (bii) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (a) to offer to the holders of its Common Stock, generally, Stock rights to subscribe for or to or purchase any additional shares of Common Stock or shares of stock of any class of its capital stock, any evidences of its indebtedness or assets, or any other securities, rights or options options, or (b) to effect any reclassification of its Common Stock (other than a reclassification involving merely only the subdivision subdivision, or combination combination, of outstanding shares of Common Stock), or (c) or to effect any capital reorganization, or (d) to effect any consolidation Fundamental Transaction (as defined below), or merger (e) to which effect the Company is a party and for which approval of any stockholders liquidation, dissolution or winding up of the Company is required, or any sale, transfer or other disposition (f) to offer to the holders generally of its property and assets substantially as an entirety, Common Stock the right to have their shares of Common Stock repurchased or the liquidation, voluntary redeemed or involuntary dissolution or winding-up of otherwise acquired by the Company, thenor (g) to take any other action which would require the adjustment of the Exercise Price and/or the number of Warrant Shares issuable upon exercise of this Warrant, then in each such casecase (but without limiting the provisions of Section 12), the Company shall file with give to the Warrant Agent and the CompanyHolder, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates a notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record is to be taken for purposes of such dividend, distribution of offer of rights or optionsrights, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other dispositionFundamental Transaction, liquidation, voluntary dissolution, or involuntary dissolution or winding-winding up shall is to take place or commence, as and the case may be, and which shall also specify any record date for determination of participation therein by the holders of Common Stock entitled Stock, if any such date is to vote thereon or participate therein be fixed and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result effect of such actionaction on the Common Stock. Such notice shall be filed and mailed in the case of any action covered by clause (a) above, so given at least ten days (10) Business Days prior to the record date for determining holders of the Common Stock for purposes of participating in or voting on such action oraction, if a record is not or at least ten (10) Business Days prior to be taken, the date as of which the taking of such proposed action or the date of participation therein by the holders of shares of Common Stock of record are to Stock, whichever shall be entitled to such offering; andthe earlier. Such notice shall specify, in the case of any action covered by clause (b) abovesubscription or repurchase rights, at least 20 days prior to the earlier of the date on which such reclassificationthe holders of Common Stock shall be entitled thereto, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that the holders of shares of Common Stock of record on such date shall be entitled to exchange their shares Common Stock for securities or other property deliverable upon such any reorganization, reclassification, Fundamental Transaction or other action, as the case may be. Such notice shall also state whether the action in question or the record date is subject to the effectiveness of a registration statement under the Securities Act or to a favorable vote of security holders, if either is required, and the adjustment in Exercise Price and/or number of Warrant Shares issuable upon exercise of this Warrant as a result of such reorganization, consolidationreclassification, mergerFundamental Transaction or other action, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-upto the extent then determinable. Failure to give any No such notice shall be given if the Company reasonably determines that the giving of such notice would require disclosure of material information which the Company has a bona fide purpose for preserving as confidential or any defect therein shall the disclosure of which would not affect be in the legality or validity best interests of any transaction listed in this Section 12the Company.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (a) to offer to the holders of its Common Stock, generally, Stock rights to subscribe for or to or purchase any additional shares of Common Stock or shares of stock of any class of its capital stock, any evidences of its indebtedness or assets, or any other securities, rights or options or options, (b) to effect any reclassification of its Common Stock (other than a reclassification involving merely only the subdivision subdivision, or combination combination, of outstanding shares of Common Stock), (c) or to effect any capital reorganization, or (d) to effect any consolidation or merger Fundamental Transaction (as defined below), (e) to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or effect the liquidation, voluntary or involuntary dissolution or winding-winding up of the Company, then(f) to offer to the holders generally of its Common Stock the right to have their shares of Common Stock repurchased or redeemed or otherwise acquired by the Company or (g) to take any other action that would require the adjustment of the Exercise Price and/or the number of Warrant Shares issuable upon exercise of this Warrant, then in each such casecase (but without limiting the provisions of Section 12), the Company shall file with give to the Warrant Agent and the CompanyHolder, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates a notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record is to be taken for purposes of such distribution of offer of rights or optionsrights, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other dispositionFundamental Transaction, liquidation, voluntary or involuntary dissolution or winding-winding up shall is to take place or commence, as and the case may be, and which shall also specify any record date for determination of participation therein by the holders of Common Stock entitled Stock, if any such date is to vote thereon or participate therein be fixed and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result effect of such actionaction on the Common Stock. Such notice shall be filed and mailed in the case of any action covered by clause (a) above, so given at least ten business days prior to the record date for determining holders of the Common Stock for purposes of participating in or voting on such action oraction, if a record is not or at least ten business days prior to be taken, the date as of which the taking of such proposed action or the date of participation therein by the holders of shares of Common Stock of record are to Stock, whichever shall be entitled to such offering; andthe earlier. Such notice shall specify, in the case of any action covered by clause (b) abovesubscription or purchase rights, at least 20 days prior to the earlier of the date on which such the holders of Common Stock shall be entitled thereto, or, in the case of any reclassification, reorganization, consolidation, merger, sale, transfer, other dispositionFundamental Transaction, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and winding up, the date on which it is expected that the holders of shares of Common Stock of record on such date shall be entitled to exchange their shares Common Stock for securities or other property deliverable upon such reclassification, reorganization, consolidationFundamental Transaction or other action. Such notice shall also state whether the action in question or the record date is subject to the effectiveness of a registration statement under the Securities Act or to a favorable vote of security holders, mergerif either is required, saleand the adjustment in Exercise Price and/or number of Warrant Shares issuable upon exercise of this Warrant as a result of such reorganization, transferreclassification, Fundamental Transaction or other dispositionaction, liquidation, voluntary or involuntary dissolution or winding-upto the extent then determinable. Failure to give any No such notice shall be given if the Company reasonably determines that the giving of such notice would require disclosure of material information that the Company has a bona fide purpose for preserving as confidential or any defect therein shall the disclosure of which would not affect be in the legality or validity best interests of any transaction listed in this Section 12the Company.

Notice of Certain Corporate Action. In case the Company Company, after the date hereof hereof, shall propose (ai) to offer to the holders of Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (bii) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any stockholders shareholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Warrant Agent and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (ai) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (bii) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Notwithstanding anything to the contrary in this Section, the Company shall not be required to deliver such notice if, in the reasonable opinion of the Company's Board of Directors, based on advice of counsel, such notification would violate any federal or state securities laws. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose case: (a) to offer the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than exclusively in cash out of the retained earnings of the Company; or (b) the Company shall authorize the granting to the holders of its Common StockStock of rights, generally, rights options or warrants to subscribe to for or purchase any additional shares of capital stock of any class or of its capital stock, any evidences of its indebtedness or assets, or any other rights or (other than rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights of a corporation, a majority of each class of common stock of which is owned, directly or indirectly, by the Company or the Guarantor); or (bc) to effect of any reclassification of the Common Stock of the Company (other than a reclassification involving merely the subdivision or combination of its outstanding shares of Common Stock) or any capital reorganization), or of any consolidation or merger to which the Company is a party and for which approval of any the stockholders of the Company is requiredrequired pursuant to applicable corporate law, or any sale, of the sale or transfer of all or other disposition substantially all of its property and the assets substantially as an entirety, or of the liquidation, Company(; or (d) of the voluntary or involuntary dissolution dissolution, liquidation or winding-winding up of the Company, then, in each such case, ; then the Company shall file with cause to be filed at each office or agency maintained for the Warrant Agent purpose of conversion of Securities pursuant to Section 1002, and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) cause to be provided to all registered holders of Holders in accordance with Section 106, at least 20 days (or 10 days in any case specified in clause (a) or (b) above) prior to the Warrant Certificates applicable record, expiration or effective date hereinafter specified, a notice of such proposed action, which notice shall specify stating (y) the date on which the books of the Company shall close or a record is to be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result purpose of such action. Such notice shall be filed and mailed in the case of any action covered by clause (a) abovedividend, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; anddividend, in the case of any action covered by clause distribution, rights, options or warrants are to be determined, or (bz) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, saleshare exchange, conveyance, transfer, other dispositionsale, liquidationlease, voluntary dissolution, liquidation or involuntary dissolution or winding-winding up is expected to become effective effective, and the date on as of which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares of Common Stock for securities securities, cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, saleshare exchange, conveyance, transfer, other dispositionsale, liquidationlease, voluntary dissolution, liquidation or involuntary dissolution or winding-winding up. Failure to give any If at the time the Trustee shall not be the Conversion Agent, a copy of such notice or and any defect therein notice referred to in the following paragraph shall not affect also forthwith be filed by the legality or validity of any transaction listed in this Section 12Company with the Trustee.

Notice of Certain Corporate Action. In case the Company after the date hereof shall will propose (ai) to offer to the holders of Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (bii) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Warrant Agent and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such the offer of rights or options, or the date on which such the reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall will take place or commencebegin, as the case may be, and which shall will also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall will set forth such facts with respect thereto as shall may be reasonably necessary to indicate any adjustments in the Relevant Exercise Price and the number or kind of shares or other securities purchasable upon on exercise of Warrants which will be required as a result of such the action. Such The notice shall will be filed and mailed in the case of any action covered by clause (ai) above, at least not less than ten days prior to the record date for determining holders of the Common Stock for purposes of such the action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such the offering; and, in the case of any action covered by clause (bii) above, at least not less than 20 days prior to the earlier of the date on which such the reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such the date shall will be entitled to exchange their shares for securities or other property deliverable upon such on the reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall will not affect the legality or validity of any transaction listed in this Section 12.

Notice of Certain Corporate Action. In case at any time: (A) the Company after the date hereof shall propose declare any dividend (a) to offer to the holders of Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (bdistributions) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding on shares of Common Stock; or (B) the Company shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase any shares of stock of any class or of any other rights; or (C) there shall be any reclassification of the capital stock of the Company; or (D) there shall be any capital reorganization, or reorganization by the Company; or (E) there shall be any (i) consolidation or merger to which involving the Company is a party and for which approval of any stockholders of the Company is required, or any (ii) sale, transfer or other disposition of all or substantially all of the Company's property, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its property shares of capital stock shall continue to be outstanding and assets substantially as an entiretyunchanged and except a consolidation, merger, sale, transfer or the liquidation, other disposition involving a wholly-owned subsidiary); or (F) there shall be a voluntary or involuntary dissolution dissolution, liquidation or winding-up of the Company, Company or any partial liquidation of the Company or distribution to holders of Common Stock; then, in each of such casecases, the Company shall file with give written notice to the Warrant Agent and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders Warrantholder of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which (i) the books of the Company shall close or a record date shall be taken fixed for such offer of dividend, distribution or subscription rights or options(ii) such reorganization, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidationdissolution, voluntary or involuntary dissolution liquidation or winding-up shall take place or commenceup, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such actiontake place. Such notice also shall be filed and mailed in the case of any action covered by clause (a) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, specify the date as of which the holders of shares of Common Stock of record are to be entitled to shall participate in such offering; anddividend, in the case of any action covered by clause (b) abovedistribution or subscription rights, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidationdissolution, voluntary or involuntary dissolution liquidation or winding-up, as the case may be. Failure Such notice shall be given at least twenty (20) days prior to give any such notice the action in question and not less than twenty (20) days prior to the record date or any defect therein shall not affect the legality or validity of any transaction listed date on which the Company's transfer books are closed in this Section 12respect thereto.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose event: (a) the Company shall take any action which would require an adjustment in the Conversion Price pursuant to offer Section 11.05(c); or (b) the Company shall authorize the granting to the holders of its Common Stock, generally, Stock (as a class) of rights or warrants to subscribe to for or purchase any additional shares of stock of any class or of its capital stock, any evidences of its indebtedness or assets, or any other rights rights; or (c) there shall be any capital reorganization or options or (b) to effect any reclassification of the Common Stock (other than a reclassification involving merely the subdivision or combination of the outstanding shares Common Stock and other than a change in the par value of the Common Stock) or any capital reorganization), or any consolidation or merger to which the Company is a party or any statutory exchange of securities with another corporation and for which approval of any stockholders shareholders of the Company is required, or any sale, sale or transfer of all or other disposition substantially all of its property and the assets substantially as an entirety, or of the liquidation, Company; or (d) there shall be a voluntary or involuntary dissolution dissolution, liquidation or winding-up of the Company, then, in each such case, ; then the Issuer and the Company shall file cause to be filed with the Warrant Agent Trustee and the CompanyRegistrar, or and shall cause to be given to the Warrant Agent on its behalfHolders, shall mail in the manner provided in Section 12.02, at least 14 days prior to the applicable date hereinafter specified, a notice stating (by first-class, postage prepaid maili) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record is to be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result purpose of such action. Such notice shall be filed and mailed in the case of any action covered by clause (a) abovedistribution or rights, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; anddistribution or rights are to be determined, in the case of any action covered by clause or (bii) above, at least 20 days prior to the earlier of the date on which such reorganization, reclassification, reorganization, consolidation, merger, sale, transfer, other dispositiondissolution, liquidation, voluntary or involuntary dissolution liquidation or winding-up is expected to become effective effective, and the date on as of which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, reorganization, consolidation, merger, sale, transfer, other dispositiondissolution, liquidation, voluntary or involuntary dissolution liquidation or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed the proceedings described in subsection (a), (b), (c) or (d) of this Section 1211.06.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose case: (a) to offer the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings; or (b) the Company shall authorize the granting to the holders of its Common Stock, generally, Stock of rights or warrants to subscribe to for or purchase any additional shares of capital stock: of any class or of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or rights; or (bc) to effect the Company shall declare a dividend out of Excess Cash; or (d) of any reclassification of the Common Stock of the Company (other than a reclassification involving merely the subdivision or combination of its outstanding shares of Common Stock) or any capital reorganization), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, of the sale or transfer of all or other disposition substantially all of its property and the assets substantially as an entirety, or of the liquidation, Company; or (e) of the voluntary or involuntary dissolution dissolution, liquidation or winding-winding up of the Company, then, in each such case, ; then the Company shall file with cause to be filed at the Warrant Agent Corporate Trust Office of the Trustee and at each office or agency maintained for the Companypurpose of conversion of Securities pursuant to Section 1002, or the Warrant Agent on its behalf, and shall mail (by first-class, postage prepaid mail) cause to be mailed to all registered holders of Holders at their last addresses as they shall appear in the Warrant Certificates Security Register, at least 15 days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable record, effective or expiration date hereinafter specified, a notice of such proposed action, which notice shall specify stating (x) the date on which the books of the Company shall close or a record is to be taken for the purpose of such offer of dividend, distribution, rights or optionswarrants, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (a) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; anddividend, in the case of any action covered by clause distribution, rights or warrants are to be determined, or (by) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other dispositiondissolution, liquidation, voluntary liquidation or involuntary dissolution or winding-winding up is expected to become effective effective, and the date on as of which it is expected that holders of shares of Common Stock of record on such date shall be bc entitled to exchange their shares Common Stock for securities securities, cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other dispositiondissolution, liquidation, voluntary liquidation or involuntary dissolution or winding-winding up. Failure Neither the failure to give any such notice or nor any defect therein shall not affect the legality or validity of any transaction listed action described in clause (a) through (e) of this Section 121406.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock that would require a conversion price adjustment pursuant to offer paragraph (5) of Section 13.04; or (b) the Company shall authorize the granting to the all holders of its Common StockStock of rights, generally, rights warrants or options to subscribe to for or purchase any additional shares of capital stock of any class or of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (bexcluding rights distributed pursuant to any shareholder rights plan); or (c) to effect of any reclassification of the Common Stock of the Company (other than a reclassification involving merely the subdivision or combination of its outstanding shares of Common Stock) or any capital reorganization), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders shareholders of the Company is required, or any sale, of the sale or transfer of all or other disposition substantially all of its property and the assets substantially as an entirety, or of the liquidation, Company; or (d) of the voluntary or involuntary dissolution dissolution, liquidation or winding-, up of the Company, then, in each such case, ; or (e) the Company or any Subsidiary of the Company shall file with the Warrant Agent and commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender or exchange offer); then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.02, or the Warrant Agent on its behalf, and shall mail (by first-class, postage prepaid mail) cause to be mailed to all registered holders of Holders at their last addresses as they shall appear in the Warrant Certificates Security Register, at least 20 days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable record, effective or expiration date hereinafter specified, a notice of such proposed action, which notice shall specify stating (x) the date on which the books of the Company shall close or a record is to be taken for the purpose of such offer dividend, distribution or granting of rights rights, warrants or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (a) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; anddividend, in the case of any action covered by clause distribution, rights, warrants or options are to be determined, or (by) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other dispositiondissolution, liquidation, voluntary liquidation or involuntary dissolution or winding-winding up is expected to become effective effective, and the date on as of which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares of Common Stock for securities securities, cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding up, or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other disposition, liquidation, voluntary material terms thereof (or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity material terms of any transaction listed in this Section 12amendment thereto).

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (a) to offer to the holders of its Common Stock, generally, Stock rights to subscribe for or to or purchase any additional shares of Common Stock or shares of stock of any class of its capital stock, any evidences of its indebtedness or assets, or any other securities, rights or options options, or (b) to effect any reclassification of its Common Stock (other than a reclassification involving merely only the subdivision subdivision, or combination combination, of outstanding shares of Common Stock), or (c) or to effect any capital reorganization, or (d) to effect any consolidation Fundamental Transaction (as defined below), or merger (e) to which effect the Company is a party and for which approval of any stockholders liquidation, dissolution or winding up of the Company is required, or any sale, transfer or other disposition (f) to offer to the holders of its property and assets substantially as an entirety, Common Stock the right to have their shares of Common Stock repurchased or the liquidation, voluntary redeemed or involuntary dissolution or winding-up of otherwise acquired by the Company, thenor (g) to take any other action which would require the adjustment of the Exercise Price and/or the number of Warrant Shares issuable upon exercise of this Warrant, then in each such casecase (but without limiting the provisions of Section 12), the Company shall file with give to the Warrant Agent and the CompanyHolder, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates a notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record is to be taken for purposes of such dividend, distribution of offer of rights or optionsrights, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other dispositionFundamental Transaction, liquidation, voluntary dissolution, or involuntary dissolution or winding-winding up shall is to take place or commence, as and the case may be, and which shall also specify any record date for determination of participation therein by the holders of Common Stock entitled Stock, if any such date is to vote thereon or participate therein be fixed and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result effect of such actionaction on the Common Stock. Such notice shall be filed and mailed in the case of any action covered by clause (a) above, so given at least ten days (10) Business Days prior to the record date for determining holders of the Common Stock for purposes of participating in or voting on such action oraction, if a record is not or at least ten (10) Business Days prior to be taken, the date as of which the taking of such proposed action or the date of participation therein by the holders of shares of Common Stock of record are to Stock, whichever shall be entitled to such offering; andthe earlier. Such notice shall specify, in the case of any action covered by clause (b) abovesubscription or repurchase rights, at least 20 days prior to the earlier of the date on which such reclassificationthe holders of Common Stock shall be entitled thereto, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that the holders of shares of Common Stock of record on such date shall be entitled to exchange their shares Common Stock for securities or other property deliverable upon such any reorganization, reclassification, Fundamental Transaction or other action, as the case may be. Such notice shall also state whether the action in question or the record date is subject to the effectiveness of a registration statement under the Securities Act or to a favorable vote of security holders, if either is required, and the adjustment in Exercise Price and/or number of Warrant Shares issuable upon exercise of this Warrant as a result of such reorganization, consolidationreclassification, mergerFundamental Transaction or other action, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-upto the extent then determinable. Failure to give any No such notice shall be given if the Company reasonably determines that the giving of such notice would require disclosure of material information which the Company has a bona fide purpose for preserving as confidential or any defect therein shall the disclosure of which would not affect be in the legality or validity best interests of any transaction listed in this Section 12the Company.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require any adjustment pursuant to offer Section 1210; or (b) the Company shall authorize the granting to the all holders of Common StockShares of rights, generally, rights options or warrants to subscribe to for or purchase any additional shares of capital stock of any class or of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or rights; or (bc) to effect of any reclassification of Common Stock Shares (other than a reclassification involving merely the subdivision or combination of its outstanding shares of Common Stock) or any capital reorganizationShares), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders shareholders of the Company is required, or any sale, of the sale or transfer of all or other disposition substantially all of its property and the assets substantially as an entirety, or of the liquidation, Company; or (d) of the voluntary or involuntary dissolution dissolution, liquidation or winding-winding up of the Company, then, in each ; or (e) the Company or any Subsidiary shall commence a tender offer for all or a portion of any class of the Company's outstanding shares of Common Shares that would require an adjustment of the Conversion Amount pursuant to paragraph (f) of Section 1210 (or shall amend any such case, tender offer); then the Company shall file cause to be filed at the Registered Office, and shall cause to be provided to the Holder in accordance with Section 106, on or before the Warrant Agent date that is the earlier of (i) 20 days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable record, expiration or effective date hereinafter specified, and (ii) five (5) Business Days after the Companydate upon which the Board of Directors determines to take the relevant action or send to the shareholders the applicable notice, or a notice stating (iii) the Warrant Agent date on its behalf, shall mail (by first-class, postage prepaid mail) which a record is to all registered holders of be taken for the Warrant Certificates notice purpose of such proposed actiondividend, which notice shall specify distribution, rights, options or warrants are to be determined, (iv) the date on which the books of the Company shall close right to make tenders under such tender offer expires or a record be taken for such offer of rights or options, or (iv) the date on which such reclassification, reorganization, consolidation, merger, saleshare exchange, conveyance, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (a) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (b) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transferlease, other dispositiondissolution, liquidation, voluntary liquidation or involuntary dissolution or winding-winding up is expected to become effective effective, and the date on as to which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares Common Shares for securities securities, cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, saleshare exchange, conveyance, transfer, other dispositionsale, liquidationlease, voluntary dissolution, liquidation or involuntary dissolution or winding-winding up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (a) to offer to the holders of Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (b) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Warrant Agent and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (a) above, at least ten (10) days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (b) above, at least 20 twenty (20) days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (a) to pay any dividend to the holders of its Stock or to make any other distribution to the holders of its Stock, or (b) to offer to the holders of Common Stock, generally, its Stock rights to subscribe for or to or purchase any additional Additional Stock or shares of stock of any class of its capital stock, any evidences of its indebtedness or assets, or any other securities, rights or options options, or (bc) to effect any reclassification of Common its Stock (other than a reclassification involving merely only the subdivision subdivision, or combination combination, of outstanding shares of Common Stock), or (d) or to effect any capital reorganization, or (e) to effect any consolidation consolidation, merger or merger to which the Company is a party and for which approval of any stockholders of the Company is requiredsale, or any salelease, transfer or other disposition of all or substantially all of its property and property, assets substantially as an entiretyor business, or (f) to effect the liquidation, voluntary or involuntary dissolution or winding-winding up of the Company, then, in each such case, the Company shall file give to the Holder of this Warrant Certificate, in accordance with the Warrant Agent and the CompanySECTION 11.02, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates a notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record is to be taken for the purposes of such offer of rights stock dividend, distribution or optionsrights, or the date on which such reclassification, reorganization, consolidation, merger, sale, lease, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-winding up shall is to take place or commenceplace, as the case may beif any such date is to be fixed, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price effect of such action on the Stock and the number or and kind of any other shares of stock which a Holder is entitled in accordance herewith, and the purchase price or other securities purchasable upon exercise of Warrants prices thereof, after giving effect to any adjustment which will be required as a result of such action. Such notice shall be filed and mailed so given in the case of any action covered by clause CLAUSE (a) above, or (b) above at least ten days 10 Business Days prior to the record date for determining holders of the Common Stock for purposes of such action oraction, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, and in the case of any action covered by clause (b) aboveother such action, at least 20 days 10 Business Days prior to the earlier date of the date on which taking of such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary proposed action or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that of participation therein by the holders of shares of Common Stock of record on such date Stock, whichever shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12earlier.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (a) to offer to the holders of Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (b) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Warrant Agent and the Company, or the Warrant Agent on its behalfthe Company's behalf and at the Company's request, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (a) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (b) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.

Notice of Certain Corporate Action. In case If the Company after the date hereof Issuer shall propose (a) to pay any dividend payable in stock of any class to the holders of its Nonpreferred Stock or to make any other distribution to the holders of its Nonpreferred Stock (other than a cash dividend for which no adjustment is required under Section 4.2), or (b) to offer to the holders of Common Stock, generally, its Nonpreferred Stock rights to subscribe for or to or purchase any additional Additional Shares of Nonpreferred Stock or shares of stock of any class of its capital stock, any evidences of its indebtedness or assets, or any other securities, rights or options options, or (bc) to effect any reclassification of Common its Nonpreferred Stock (other than a reclassification involving merely only the subdivision subdivision, or combination combination, of outstanding shares of Common Nonpreferred Stock), or (d) or to effect any capital reorganization, or (e) to effect any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is requiredconsolidation, or any merger, sale, transfer or other disposition of all or substantially all of its property and property, assets substantially as an entiretyor business, or (f) to effect the liquidation, voluntary or involuntary dissolution or winding-winding up of the CompanyIssuer, then, then in each such case, the Company Issuer shall file deliver to each holder of a Warrant, in accordance with the Warrant Agent and the CompanySection 16, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates a notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record is to be taken for the purposes of such offer of rights stock dividend, distribution or optionsrights, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-winding up shall is to take place or commenceand the date of participation therein by the holders of Nonpreferred Stock, as the case may beif any such date is to be fixed, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price effect of such action on the Common Stock and the number or and kind of any other shares of stock which will comprise a Stock Unit, and the purchase price or other securities purchasable upon exercise of Warrants prices thereof, after giving effect to any adjustment which will be required as a result of such action. Such notice shall be filed and mailed so delivered in the case of any action covered by clause (a) above, or (b) above at least ten (10) days prior to the record date for determining holders of the Common Nonpreferred Stock for purposes of such action oraction, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, and in the case of any action covered by clause (b) aboveother such action, at least 20 thirty (30) days prior to the earlier date of the date on which taking of such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary proposed action or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that of participation therein by the holders of shares of Common Stock of record on such date Nonpreferred Stock, whichever shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12earlier.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (ai) to offer to take a record of the holders of Common Stock, generallyany class of securities for the purpose of determining the holders thereof that are entitled to receive any dividend or other distribution, rights to subscribe to for or purchase any additional shares of any class of its capital stockstock or any other securities or property, any evidences of its indebtedness or assets, or any other rights or options or options, (bii) to effect any reclassification of Common Stock (other than a reclassification involving merely change in the subdivision or combination par value of outstanding shares of the Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, lease, transfer or other disposition of all or substantially all of its property and assets substantially as an entiretyassets, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, or (iii) the commencement by any "person" or "group" (within the meaning of Section 13(d) and Section 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act")) of a BONA FIDE tender offer or exchange offer in accordance with the rules and regulations of the Exchange Act to purchase shares of Common Stock of the Company, then, in each such case, the Company shall file with the Warrant Agent Agent, and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed actionaction or event, which notice shall specify the date on which the books of the Company shall close or a record be taken for such dividend, distribution, offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, lease, transfer, other disposition, liquidation, voluntary or involuntary dissolution or dissolution, winding-up or tender offer shall take place place, commence, or commencebe completed, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein therein, and as of which the holders of record of the Company's Common Stock (or other securities) shall be entitled to exchange their shares of such Common Stock (or other securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, sale, lease, transfer, other disposition, dissolution, liquidation, winding-up, tender offer or other event, and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities securities, cash or property purchasable upon exercise of Warrants which will be required as a result of such action, if applicable. Such notice shall be filed and mailed in the case of any action covered by clause (ai) above, at least ten 10 days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause clauses (bii) and (iii) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, lease, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up up, exchange or tender offer is expected to become effective or be completed and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up, exchange or tender offer. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (a) to offer to the holders of its Common Stock, generally, Stock rights to subscribe for or to or purchase any additional shares of Common Stock or shares of stock of any class of its capital stock, any evidences of its indebtedness or assets, or any other securities, rights or options options, or (b) to effect any reclassification of its Common Stock (other than a reclassification involving merely only the subdivision subdivision, or combination combination, of outstanding shares of Common Stock), or (c) or to effect any capital reorganization, or (d) to effect any consolidation Fundamental Transaction (as defined below), or merger (e) to which effect the Company is a party and for which approval of any stockholders liquidation, dissolution or winding up of the Company is required, or any sale, transfer or other disposition (f) to offer to the holders generally of its property and assets substantially as an entirety, Common Stock the right to have their shares of Common Stock repurchased or the liquidation, voluntary redeemed or involuntary dissolution or winding-up of otherwise acquired by the Company, thenor (g) to take any other action which would require the adjustment of the Exercise Price and/or the number of Warrant Shares issuable upon exercise of this Warrant, then in each such casecase (but without limiting the provisions of Section 12), the Company shall file with give to the Warrant Agent and the CompanyHolder, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates a notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record is to be taken for purposes of such dividend, distribution of offer of rights or optionsrights, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other dispositionFundamental Transaction, liquidation, voluntary dissolution, or involuntary dissolution or winding-winding up shall is to take place or commence, as and the case may be, and which shall also specify any record date for determination of participation therein by the holders of Common Stock entitled Stock, if any such date is to vote thereon or participate therein be fixed and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result effect of such actionaction on the Common Stock. Such notice shall be filed and mailed in the case of any action covered by clause (a) above, so given at least ten days Business Days prior to the record date for determining holders of the Common Stock for purposes of participating in or voting on such action oraction, if a record is not or at least ten Business Days prior to be taken, the date as of which the taking of such proposed action or the date of participation therein by the holders of shares of Common Stock of record are to Stock, whichever shall be entitled to such offering; andthe earlier. Such notice shall specify, in the case of any action covered by clause (b) abovesubscription or repurchase rights, at least 20 days prior to the earlier of the date on which such reclassificationthe holders of Common Stock shall be entitled thereto, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that the holders of shares of Common Stock of record on such date shall be entitled to exchange their shares Common Stock for securities or other property deliverable upon such any reorganization, reclassification, Fundamental Transaction or other action, as the case may be. Such notice shall also state whether the action in question or the record date is subject to the effectiveness of a registration statement under the Securities Act or to a favorable vote of security holders, if either is required, and the adjustment in Exercise Price and/or number of Warrant Shares issuable upon exercise of this Warrant as a result of such reorganization, consolidationreclassification, mergerFundamental Transaction or other action, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-upto the extent then determinable. Failure to give any No such notice shall be given if the Company reasonably determines that the giving of such notice would require disclosure of material information which the Company has a bona fide purpose for preserving as confidential or any defect therein shall the disclosure of which would not affect be in the legality or validity best interests of any transaction listed in this Section 12the Company.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose case: (a) the Company shall declare a dividend or make any other distribution that would require any adjustment pursuant to offer Section 2.5 hereof; or (b) the Company shall authorize the granting to the holders of its Common Stock, generally, Stock of rights or warrants to subscribe to for or purchase any additional shares of capital stock of any class or of its capital stock, any evidences of its indebtedness or assets, or any other rights or options rights; or (bc) to effect of any reclassification of the Common Stock (other than a reclassification involving merely of the subdivision or combination of outstanding shares of Common Stock) or any capital reorganizationCompany, or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is requiredrequired or that is otherwise subject to Section 2.12 hereof, or any saleof the conveyance, lease, sale or transfer of all or other disposition substantially all of its property and the assets substantially as an entirety, of the Company; or (d) of the liquidation, voluntary or involuntary dissolution dissolution, liquidation or winding-winding up of the Company, then, in each such case, ; then the Company shall file with cause to be filed at each office or agency maintained for the Warrant Agent purpose of conversion of Securities pursuant to Section 2.4 hereof, and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) cause to be mailed to all registered holders of Holders at their last addresses as they shall appear in the Warrant Certificates register for the Securities, at least 20 days prior to the applicable record or effective date hereinafter specified, a notice of such proposed action, (which notice shall specify also be sent by release to Reuters Economic Services and Bloomberg Business News as set forth in Section 10.2 of the Indenture) stating (x) the date on which the books of the Company shall close or a record is to be taken for the purpose of such offer of dividend, distribution, rights or optionswarrants, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (a) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; anddividend, in the case of any action covered by clause distribution, rights or warrants are to be determined, or (by) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, share exchange, conveyance, lease, sale, transfer, other dispositiondissolution, liquidation, voluntary liquidation or involuntary dissolution or winding-winding up is expected to become effective effective, and the date on as of which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares of Common Stock for securities securities, cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.such

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (a) to offer to the holders of its Common Stock, generally, Stock rights to subscribe for or to or purchase any additional shares of Common Stock or shares of stock of any class of its capital stock, any evidences of its indebtedness or assets, or any other securities, rights or options options, or (b) to effect any reclassification of its Common Stock (other than a reclassification involving merely only the subdivision subdivision, or combination combination, of outstanding shares of Common Stock), or (c) or to effect any capital reorganization, or (d) to effect any consolidation Fundamental Transaction (as defined below), or merger (e) to which effect the Company is a party and for which approval of any stockholders liquidation, dissolution or winding up of the Company is required, or any sale, transfer or other disposition (f) to offer to the holders generally of its property and assets substantially as an entirety, Common Stock the right to have their shares of Common Stock repurchased or the liquidation, voluntary redeemed or involuntary dissolution or winding-up of otherwise acquired by the Company, thenor (g) to take any other action which would require the adjustment of the Exercise Price and/or the number of Warrant Shares issuable upon exercise of this Warrant, then in each such casecase (but without limiting the provisions of Section 12), the Company shall file with give to the Warrant Agent and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates Holder a notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record is to be taken for purposes of such dividend, distribution of offer of rights or optionsrights, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other dispositionFundamental Transaction, liquidation, voluntary dissolution, or involuntary dissolution or winding-winding up shall is to take place or commence, as and the case may be, and which shall also specify any record date for determination of participation therein by the holders of Common Stock entitled Stock, if any such date is to vote thereon or participate therein be fixed and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and effect of such action on the number or kind of shares or other securities purchasable upon exercise of Warrants which will Common Stock; provided, that no such notice hereunder shall be required as a result of such actionin connection with the Rights Offering. Such notice shall be filed and mailed in the case of any action covered by clause (a) above, so given at least ten days Business Days prior to the record date for determining holders of the Common Stock for purposes of participating in or voting on such action oraction, if a record is not or at least ten Business Days prior to be taken, the date as of which the taking of such proposed action or the date of participation therein by the holders of shares of Common Stock of record are to Stock, whichever shall be entitled to such offering; andthe earlier. Such notice shall specify, in the case of any action covered by clause (b) abovesubscription or repurchase rights, at least 20 days prior to the earlier of the date on which such reclassificationthe holders of Common Stock shall be entitled thereto, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that the holders of shares of Common Stock of record on such date shall be entitled to exchange their shares Common Stock for securities or other property deliverable upon such any reorganization, reclassification, Fundamental Transaction or other action, as the case may be. Such notice shall also state whether the action in question or the record date is subject to the effectiveness of a registration statement under the Securities Act or to a favorable vote of security holders, if either is required, and the adjustment in Exercise Price and/or number of Warrant Shares issuable upon exercise of this Warrant as a result of such reorganization, consolidationreclassification, mergerFundamental Transaction or other action, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-upto the extent then determinable. Failure to give any No such notice shall be given if the Company reasonably determines that the giving of such notice would require disclosure of material information which the Company has a bona fide purpose for preserving as confidential or any defect therein shall the disclosure of which would not affect be in the legality or validity best interests of any transaction listed in this Section 12the Company.

Notice of Certain Corporate Action. In case the Company at any time after the date hereof shall propose 20 days prior to the date on which the Securities first become convertible: (a) to offer the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings; or (b) the Company shall authorize the granting to the holders of its Common Stock, generally, Stock of rights or warrants to subscribe to for or purchase any additional shares of capital stock of any class or of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or rights; or (bc) to effect of any reclassification of the Common Stock of the Company (other than a reclassification involving merely the subdivision or combination of its outstanding shares of Common Stock) or any capital reorganization), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, of the sale or transfer of all or other disposition substantially all of its property and the assets substantially as an entirety, of the Company; or 89 (d) of the liquidation, voluntary or involuntary dissolution dissolution, liquidation or winding-winding up of the Company, then, in each such case, ; then the Company shall file with cause to be filed at each office or agency maintained for the Warrant Agent purpose of conversion of Securities pursuant to Section 1002, and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) cause to be mailed to all registered holders of Holders at their last addresses as they shall appear in the Warrant Certificates Security Register, at least 20 days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable record or effective date hereinafter specified, a notice of such proposed action, which notice shall specify stating (x) the date on which the books of the Company shall close or a record is to be taken for the purpose of such offer of dividend, distribution, rights or optionswarrants, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (a) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; anddividend, in the case of any action covered by clause distribution, rights or warrants are to be determined, or (by) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, share exchange, sale, transfer, other dispositiondissolution, liquidation, voluntary liquidation or involuntary dissolution or winding-winding up is expected to become effective effective, and the date on as of which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares of Common Stock for securities securities, cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, share exchange, sale, transfer, other dispositiondissolution, liquidation, voluntary liquidation or involuntary dissolution or winding-winding up. Failure Neither the failure to give any such notice or nor any defect therein shall not affect the legality or validity of any transaction listed the proceedings described in clauses (a) through (d) of this Section 121407. If at the time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose other than in connection with the Offering (ai) to offer to the holders of Common Stock, generally, Stock rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (bii) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any stockholders shareholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Warrant Subscription Agent and the Company, Company (or the Warrant Subscription Agent on its behalf, ) shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Rights Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants Rights which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (ai) above, at least ten 10 days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (bii) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require any adjustment pursuant to offer Section 16.4; (b) the Company shall authorize the granting to the holders of its Common Stock, generally, Stock of rights or warrants to subscribe to for or purchase any additional shares of capital stock of any class or of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or rights; (bc) to effect of any reclassification of the Common Stock of the Company (other than a reclassification involving merely the subdivision or combination of its outstanding shares of Common Stock) or any capital reorganization), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders shareholders of the Company is required, or any sale, of the sale or transfer of all or other disposition substantially all of its property and the assets substantially as an entirety, or of the liquidation, Company; or (d) of the voluntary or involuntary dissolution dissolution, liquidation or winding-winding up of the Company, then, in each such case, ; then the Company shall file with cause to be filed at each office or agency maintained for the Warrant Agent purpose of conversion of Securities pursuant to Section 10.2, and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) cause to be mailed to all registered holders of Holders at their last addresses as they shall appear in the Warrant Certificates Security Register or as otherwise allowed by Section 1.6, at least 20 days (or ten days in any case specified in clause (a) or (b) above) prior to the applicable record or effective date hereinafter specified, a notice of such proposed action, which notice shall specify stating (x) the date on which the books of the Company shall close or a record is to be taken for the purpose of such offer of dividend, distribution, rights or optionswarrants, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (a) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; anddividend, in the case of any action covered by clause distribution, rights or warrants are to be determined, or (by) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other dispositiondissolution, liquidation, voluntary liquidation or involuntary dissolution or winding-winding up is expected to become effective effective, and the date on as of which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares of Common Stock for securities securities, cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other dispositiondissolution, liquidation, voluntary liquidation or involuntary dissolution or winding-winding up. Failure The Company shall cause to give be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.2, and shall cause to be provided to all Holders in accordance with Section 1.6, notice of any tender offer by the Company or any subsidiary of the Company for all or any portion of the Common Stock at or about the time that such notice or any defect therein shall not affect of tender offer is provided to the legality or validity of any transaction listed in this Section 12public generally.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (a) to offer to the holders of its Common Stock, generally, Stock rights to subscribe for or to or purchase any additional shares of Common Stock or shares of stock of any class of its capital stock, any evidences of its indebtedness or assets, or any other securities, rights or options options, or (b) to effect any reclassification of its Common Stock (other than a reclassification involving merely only the subdivision subdivision, or combination combination, of outstanding shares of Common Stock), or (c) or to effect any capital reorganization, or (d) to effect any consolidation consolidation, merger or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, transfer or other disposition of all or substantially all of its property and property, assets substantially as an entiretyor business, or (e) to effect the liquidation, voluntary or involuntary dissolution or winding-winding up of the Company or (f) to offer to the holders of its Common Stock the right to have their shares of Common Stock repurchased or redeemed or otherwise acquired by the Company, thenor (g) to take any other action which would require the adjustment of the Warrant Price and/or the number of Warrant Shares issuable upon exercise of this Warrant, then in each such casecase (but without limiting the provisions of Section 5), the Company shall file with give to the Warrant Agent and the CompanyHolder, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates a notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record is to be taken for purposes of such dividend, distribution of offer of rights or optionsrights, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary dissolution, or involuntary dissolution or winding-winding up shall is to take place or commence, as and the case may be, and which shall also specify any record date for determination of participation therein by the holders of Common Stock entitled Stock, if any such date is to vote thereon or participate therein be fixed and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result effect of such actionaction on the Common Stock. Such notice shall be filed and mailed in the case of any action covered by clause (a) above, so given at least ten days (10) Business Days prior to the record date for determining holders of the Common Stock for purposes of participating in or voting on such action oraction, if a record is not or at least ten (10) Business Days prior to be taken, the date as of which the taking of such proposed action or the date of participation therein by the holders of shares of Common Stock of record are to Stock, whichever shall be entitled to such offering; andthe earlier. Such notice shall specify, in the case of any action covered by clause (b) abovesubscription or repurchase rights, at least 20 days prior to the earlier of the date on which such reclassificationthe holders of Common Stock shall be entitled thereto, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that the holders of shares of Common Stock of record on such date shall be entitled to exchange their shares Common Stock for securities or other property deliverable upon such any reorganization, reclassification, reorganization, consolidation, merger, salesale or other action, transferas the case may be. Such notice shall also state whether the action in question or the record date is subject to the effectiveness of a registration statement under the Act or to a favorable vote of security holders, if either is required, and the adjustment in Warrant Price and/or number of Warrant Shares issuable upon exercise of this Warrant as a result of such reorganization, reclassification, consolidation, merger, sale or other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12action.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (ai) to offer to the holders of Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (bii) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Warrant Agent and the Company, or the Warrant Agent on its behalfthe Company's behalf and at the Company's request, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Class B Exercise Price or the Class B Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (ai) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (bii) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (a) to pay any dividend payable in cash or in stock of any class to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock, or (b) to offer to the holders of its Common Stock, generally, Stock rights to subscribe for or to or purchase any additional Additional Shares of Common Stock or shares of stock of any class of its capital stock, any evidences of its indebtedness or assets, or any other securities, rights or options options, or (bc) to effect any reclassification of its Common Stock (other than a reclassification involving merely only the subdivision or combination of outstanding shares of Common Stock), or (d) or to effect any capital reorganization, or (e) to effect any consolidation consolidation, merger or merger sale, change to which the Company is a party and for which approval of any stockholders of the Company is required, Company's charter or any salebylaws, transfer or other disposition of all or substantially all of its property and property, assets substantially as an entiretyor business, or (f) to effect the liquidation, voluntary or involuntary dissolution or winding-winding up of the Company, then, then in each such case, the Company shall file give to each holder of a Warrant, in accordance with Section 17, a notice, certified by the Warrant Agent president of the Company and the principal financial officer of the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record is to be taken for the purposes of such offer of rights stock dividend, distribution or optionsrights, or the date on which such reclassification, reorganization, consolidation, merger, sale, change to the Company's charter or bylaws, transfer, other disposition, liquidation, voluntary dissolution, or involuntary dissolution or winding-winding up shall is to take place or commence, as and the case may be, and which shall also specify any record date for determination of participation therein by the holders of Common Stock entitled Stock, if any such date is to vote thereon or participate therein be fixed, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price effect of such action on the Common Stock and the number or and kind of any other shares of stock which will comprise a Stock Unit, and the purchase price or other securities purchasable upon exercise of Warrants prices thereof, after giving effect to any adjustment which will be required as a result of such action. Such notice shall be filed and mailed so given in the case of any action covered by clause (a) above, or (b) above at least ten twenty days prior to the record date for determining holders of the Common Stock for purposes of such action oraction, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, and in the case of any action covered by clause (b) aboveother such action, at least 20 thirty days prior to the earlier date of the date on which taking of such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary proposed action or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that of participation therein by the holders of shares of Common Stock of record on such date Stock, whichever shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12earlier.

Notice of Certain Corporate Action. In case If at any time prior to the Company after expiration of the date hereof shall propose Warrants: (a) the Company shall declare any dividend or distribution on the Common Stock; or (b) the Company shall authorize the issuance of any options, warrants or rights to offer to the all holders of Common Stock, generally, rights Stock entitling them to subscribe to for or purchase any additional shares of any class of its capital stock, any evidences stock of its indebtedness the Company or assets, or to receive any other rights or options or rights; or (bc) to effect there shall occur any reclassification of the Common Stock (other than a reclassification involving merely or the subdivision or combination capital stock of outstanding shares of Common Stock) or any capital reorganizationthe Company, or any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, with or any sale, into another corporation or a sale or transfer to another corporation of all or other disposition substantially all the assets of its property and assets substantially as an entirety, or the liquidation, Company; or (d) there shall occur the voluntary or involuntary liquidation, dissolution or winding-winding up of the affairs of the Company, then, and in each any one or more of such casecases, the Company shall file with give written notice to the Warrant Agent and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commenceHolders, as the case may bepromptly as practicable, and which shall also specify but in any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (a) above, event at least ten days prior to the applicable record date for determining holders (or determination date) mentioned below, a notice containing a brief description of the Common Stock proposed action and stating, to the extent such information is available: (i) the date on which a record is to be taken for purposes the purpose of such action dividend, distribution or right, or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offeringdividend, distribution or right are to be determined; and, in (ii) the case of any action covered by clause date on such sale is to occur; or (biii) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-winding up is expected to become effective and the date on as of which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares of Common Stock for shares of stock, securities or other property assets deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-winding up. Failure The failure to give any such notice or any defect therein required by this paragraph 4 shall not affect the legality or validity of any transaction listed described in this Section 12clauses (a) through (e) above or the vote on any such action.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (a) to offer to the holders of its Common Stock, generally, Stock rights to subscribe for or to or purchase any additional shares of Common Stock or shares of stock of any class of its capital stock, any evidences of its indebtedness or assets, or any other securities, rights or options options, or (b) to effect any reclassification of its Common Stock (other than a reclassification involving merely only the subdivision subdivision, or combination combination, of outstanding shares of Common Stock), or (c) or to effect any capital reorganization, or (d) to effect any consolidation consolidation, merger or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, transfer or other disposition of all or substantially all of its property and property, assets substantially as an entiretyor business, or (e) to effect the liquidation, voluntary or involuntary dissolution or winding-winding up of the Company, thenor (f) to offer to the holders of its Common Stock the right to have their shares of Common Stock repurchased or redeemed or otherwise acquired by the Company, or (g) to take any other action which would require the adjustment of the Warrant Price and/or the number of Warrant Shares issuable upon exercise of this Warrant, then in each such casecase (but without limiting the provisions of Section 5), the Company shall file with give to the Warrant Agent and the CompanyHolder, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates a notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record is to be taken for purposes of such dividend, distribution of offer of rights or optionsrights, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary dissolution, or involuntary dissolution or winding-winding up shall is to take place or commence, as and the case may be, and which shall also specify any record date for determination of participation therein by the holders of Common Stock entitled Stock, if any such date is to vote thereon or participate therein be fixed and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result effect of such actionaction on the Common Stock. Such notice shall be filed and mailed in the case of any action covered by clause (a) above, so given at least ten days 10 Business Days prior to the record date for determining holders of the Common Stock for purposes of participating in or voting on such action oraction, if a record is not or at least 10 Business Days prior to be taken, the date as of which the taking of such proposed action or the date of participation therein by the holders of shares of Common Stock of record are to Stock, whichever shall be entitled to such offering; andthe earlier. Such notice shall specify, in the case of any action covered by clause (b) abovesubscription or repurchase rights, at least 20 days prior to the earlier of the date on which such reclassificationthe holders of Common Stock shall be entitled thereto, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that the holders of shares of Common Stock of record on such date shall be entitled to exchange their shares Common Stock for securities or other property deliverable upon such any reorganization, reclassification, reorganization, consolidation, merger, salesale or other action, transferas the case may be. Such notice shall also state whether the action in question or the record date is subject to the effectiveness of a registration statement under the Act or to a favorable vote of security holders, if either is required, and the adjustment in Warrant Price and/or number of Warrant Shares issuable upon exercise of this Warrant as a result of such reorganization, reclassification, consolidation, merger, sale or other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12action.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (a) to offer In case: (i) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than exclusively in cash; or (ii) the Company shall authorize the granting to the holders of its Common Stock, generally, Stock of rights or warrants to subscribe to for or purchase any additional shares of capital stock of any class or of its capital stock, any evidences of its indebtedness or assets, or any other rights (excluding shares of capital stock or options for capital stock issued pursuant to a benefit plan for employees, officers or directors of the Company); or (biii) to effect of any reclassification of the Common Stock (other than a reclassification involving merely the subdivision or combination of the outstanding shares of Common Stock) or any capital reorganization), or of any consolidation consolidation, merger or merger share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, of the sale or transfer of all or other disposition substantially all of its property and the assets substantially as an entirety, or of the liquidation, Company; or (iv) of the voluntary or involuntary dissolution dissolution, liquidation or winding-winding up of the Company, then, in each ; or (v) 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 case, tender offer to change the maximum number of shares being sought or the amount or type of consideration being offered therefor); then the Company shall file with the Warrant Agent cause to be filed at each office or agency maintained pursuant to Section 201 hereof, and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) cause to be mailed to all registered holders of Holders at their last addresses as they shall appear in the Warrant Certificates Debenture Register, at least 20 days (or 10 days in any case specified in clause (i), (ii) or (iii) above) prior to the applicable record, effective or expiration date hereinafter specified, a notice of such proposed action, which notice shall specify stating (x) the date on which the books of the Company shall close or a record is to be taken for the purpose of such offer dividend, distribution or granting of rights or optionswarrants, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (a) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to who will be entitled to such offering; anddividend, in the case of any action covered by clause distribution, rights or warrants are to be determined, (by) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, share exchange, sale, transfer, other dispositiondissolution, liquidation, voluntary liquidation or involuntary dissolution or winding-winding up is expected to become effective effective, and the date on as of which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares of Common Stock for securities securities, cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up, or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other disposition, liquidation, voluntary material terms thereof (or involuntary dissolution or winding-upthe material terms of any amendment thereto). Failure Neither the failure to give any such notice or nor any defect therein shall not affect the legality or validity of any transaction listed action described in clauses (i) through (v) of this Section 12506(a). (b) In case the Company or any Affiliate of the Company shall propose to engage in a "Rule 13e-3 Transaction" (as defined in the Commission's Rule 13e-3 under the Exchange Act) the Company shall, no later than the date on which any information with respect to such Rule 13e-3 Transaction is first required to be given to the Commission or any other person pursuant to such Rule 13e-3, cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, a copy of all information required to be given to the Commission or such other person pursuant to such Rule 13e-3. The information required to be given under this paragraph shall be in addition to and not in lieu of any other information required to be given by the Company pursuant to this Section 506 or any other provision of the Debentures or the Indenture.

Notice of Certain Corporate Action. In case case: (1) the Company after shall declare a dividend (or any other distribution) on its Common Stock; or (2) the date hereof Company shall propose (a) authorize the granting to offer to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights; or (3) of any reclassification of the Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stockconsolidation, any evidences of its indebtedness merger or assets, or any other rights or options or (b) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or any of the conveyance, sale, transfer or other disposition lease of the assets of the Company and its property and assets Subsidiaries substantially as an entirety, or ; or (4) of the liquidation, voluntary or involuntary dissolution dissolution, liquidation or winding-winding up of the Company, then, in each such case, ; then the Company shall file with cause to be filed at each office or agency maintained for the Warrant Agent purpose of conversion of Notes pursuant to Section 4.02, and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) cause to be provided to all registered holders of Holders in accordance with Section 12.02, at least 20 days (or 10 days in any case specified in clause (1) or (2) above) prior to the Warrant Certificates applicable record or effective date hereinafter specified, a notice of such proposed action, which notice shall specify stating (x) the date on which the books of the Company shall close or a record is to be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result purpose of such action. Such notice shall be filed and mailed in the case of any action covered by clause (a) abovedividend, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; anddividend, in the case of any action covered by clause distribution, rights, options or warrants are to be determined or (by) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, saleconveyance, transfer, other dispositionsale, liquidationlease, voluntary dissolution, liquidation or involuntary dissolution or winding-winding up is expected to become effective effective, and the date on as of which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares of Common Stock for securities securities, cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, saleconveyance, transfer, other dispositionsale, liquidationlease, voluntary dissolution, liquidation or involuntary dissolution or winding-winding up. Failure Neither the failure to give any such notice or the notice referred to in the following paragraph nor any defect therein shall not affect the legality or validity of any transaction listed the proceedings described in clauses (1) through (4) of this Section 1210.10. If at the time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee. The Company shall cause to be filed at the Corporate Trust Office and each office or agency maintained for the purpose of conversion of Notes pursuant to Section 4.02, and shall cause to be provided to all Holders in accordance with Section 12.02, notice of any tender offer by the Company or any Subsidiary for all or any portion of the Common Stock at or about the time that such notice of tender offer is provided to the public generally.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (ai) to offer to the holders of Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (bii) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Warrant Agent and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise 9 10 of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (ai) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (bii) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (a) to offer to the holders of its Common Stock, generally, Stock rights to subscribe for or to or purchase any additional shares of Common Stock or shares of stock of any class of its capital stock, any evidences of its indebtedness or assets, or any other securities, rights or options options, or (b) to effect any reclassification of its Common Stock (other than a reclassification involving merely only the subdivision subdivision, or combination combination, of outstanding shares of Common Stock), or (c) or to effect any capital reorganization, or (d) to effect any consolidation Fundamental Transaction (as defined below), or merger (e) to which effect the Company is a party and for which approval of any stockholders liquidation, dissolution or winding up of the Company is required, or any sale, transfer or other disposition (f) to offer to the holders generally of its property and assets substantially as an entirety, Common Stock the right to have their shares of Common Stock repurchased or the liquidation, voluntary redeemed or involuntary dissolution or winding-up of otherwise acquired by the Company, thenor (g) to take any other action which would require the adjustment of the Exercise Price and/or the number of Warrant Shares issuable upon exercise of this Warrant, then in each such casecase (but without limiting the provisions of Section 12), the Company shall file with give to the Warrant Agent and the CompanyHolder, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates a notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record is to be taken for purposes of such dividend, distribution of offer of rights or optionsrights, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other dispositionFundamental Transaction, liquidation, voluntary dissolution, or involuntary dissolution or winding-winding up shall is to take place or commence, as and the case may be, and which shall also specify any record date for determination of participation therein by the holders of Common Stock entitled Stock, if any such date is to vote thereon or participate therein be fixed and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result effect of such actionaction on the Common Stock. Such notice shall be filed and mailed in the case of any action covered by clause (a) above, so given at least ten days (10) Business Days prior to the record date for determining holders of the Common Stock for purposes of participating in or voting on such action oraction, if a record is not or at least ten (10) Business Days prior to be taken, the date as of which the taking of such proposed action or the date of participation therein by the holders of shares of Common Stock of record are to Stock, whichever shall be entitled to such offering; andthe earlier. Such notice shall specify, in the case of any action covered by clause (b) abovesubscription or repurchase rights, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled thereto. Such notice shall also state whether the action in question or the record date is subject to exchange their shares for securities the effectiveness of a registration statement under the Securities Act or to a favorable vote of security holders, if either is required, and the adjustment in Exercise Price and/or number of Warrant Shares issuable upon exercise of this Warrant as a result of such reorganization, reclassification, Fundamental Transaction or other property deliverable upon such reclassificationaction, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-upto the extent then determinable. Failure to give any No such notice shall be given if the Company reasonably determines that the giving of such notice would require disclosure of material information which the Company has a bona fide purpose for preserving as confidential or any defect therein shall the disclosure of which would not affect be in the legality or validity best interests of any transaction listed in this Section 12the Company.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose event: (a) the Guarantor shall take any action which would require an adjustment in the Conversion Price pursuant to offer Section 10.05(c); or (b) the Guarantor shall authorize the granting to the holders of its Common Stock, generally, Stock (as a class) of rights or warrants to subscribe to for or purchase any additional shares of stock of any class or of its capital stock, any evidences of its indebtedness or assets, or any other rights or options rights; or (bc) to effect there shall be any capital reorganization or reclassification of the Common Stock (other than a reclassification involving merely the subdivision or combination of the outstanding shares Common Stock and other than a change in the par value of the Common Stock) or any capital reorganization), or any consolidation or merger to which the Company Guarantor is a party or any statutory exchange of securities with another corporation and for which approval of any stockholders shareholders of the Company Guarantor is required, or any sale, sale or transfer of all or other disposition substantially all of its property and the assets substantially as an entirety, of the Guarantor; or the liquidation, (d) there shall be a voluntary or involuntary dissolution dissolution, liquidation or winding-up of the CompanyGuarantor; then the Company and the Guarantor shall cause to be filed with the Trustee and the Registrar, thenand shall cause to be given to the Holders, in each such casethe manner provided in Section 13.02, at least 14 days prior to the Company shall file with the Warrant Agent and the Companyapplicable date hereinafter specified, or the Warrant Agent on its behalf, shall mail a notice stating (by first-class, postage prepaid maili) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record is to be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result purpose of such action. Such notice shall be filed and mailed in the case of any action covered by clause (a) abovedistribution or rights, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; anddistribution or rights are to be determined, in the case of any action covered by clause or (bii) above, at least 20 days prior to the earlier of the date on which such reorganization, reclassification, reorganization, consolidation, merger, sale, transfer, other dispositiondissolution, liquidation, voluntary or involuntary dissolution liquidation or winding-up is expected to become effective effective, and the date on as of which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, reorganization, consolidation, merger, sale, transfer, other dispositiondissolution, liquidation, voluntary or involuntary dissolution liquidation or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed the proceedings described in subsection (a), (b), (c) or (d) of this Section 1210.06.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (ai) to offer to the holders of Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (bii) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Warrant Agent and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Class A Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Class A Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (ai) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (bii) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (a) to offer or distribute to the holders of Common StockShares, generally, rights to subscribe to or purchase any additional shares of any class of its capital stockshare capital, any evidences of its indebtedness or assets, or any other rights or options or options, (b) to effect any reclassification of Common Stock Shares (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common StockShares) or any capital reorganization, tender or exchange offer, or any consolidation consolidation, amalgamation or merger to which the Company is a party and for which approval of any stockholders members of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, or (c) take any action that, under Section 9(c) of the Certificate of Designation for the Preferred Shares, requires delivery of a notice to the holders of the Preferred Shares of such event, then, in each such case, the Company shall file with the Warrant Agent and the CompanyCompany (which the Company covenants to so instruct), or the Warrant Agent on its behalf, if so instructed in writing by the Company, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, amalgamation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock Shares entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such actionaction (which notice, in the case of any action under Section 9(c) of the Certificate of Designations for the Preferred Shares, shall include a copy of the notice being concurrently delivered under said Section 9(c) to the holders of the Preferred Shares). Such notice shall be filed and mailed in the case of any action covered by clause (a) above, at least ten 15 days prior to the record date for determining holders of the Common Stock Shares for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock Shares of record are to be entitled to such offering; and, in the case of any action covered by clause (b) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, amalgamation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock Shares of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, amalgamation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose case: (a) Diamond Offshore shall declare a dividend (or any other distribution) on Diamond Offshore Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require any adjustment pursuant to offer Section 4.4 of this Third Supplemental Indenture; or (b) Diamond Offshore shall authorize the granting to the holders of Diamond Offshore Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights; or (c) of any reclassification of Diamond Offshore Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stockconsolidation, any evidences of its indebtedness merger or assets, or any other rights or options or (b) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger share exchange to which the Company Diamond Offshore is a party and for which approval of any stockholders shareholders of the Company Diamond Offshore is required, or any of the conveyance, sale, transfer or other disposition lease of its property and all or substantially all of the assets substantially as an entirety, or of Diamond Offshore; or (d) of the liquidation, voluntary or involuntary dissolution dissolution, liquidation or winding-winding up of Diamond Offshore; or (e) Diamond Offshore or any subsidiary of Diamond Offshore shall commence a tender offer for all or a portion of the Company, then, in each outstanding shares of Diamond Offshore Common Stock (or shall amend any such case, tender offer); then the Company shall file cause to be filed with the Warrant Agent Trustee and at each office or agency maintained for the Companypurpose of conversion of Notes pursuant to Section 4.7 of this Third Supplemental Indenture, or the Warrant Agent on its behalf, and shall mail (by first-class, postage prepaid mail) cause to be provided to all registered holders Holders, by the later of (i) as soon as reasonably practicable after the Warrant Certificates notice Company has become aware of such proposed actionmatter or (ii) at least 20 days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable record, which expiration or effective date hereinafter specified, a notice shall specify stating (x) the date on which the books of the Company shall close or a record is to be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result purpose of such action. Such notice shall be filed and mailed in the case of any action covered by clause (a) abovedividend, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of shares of Diamond Offshore Common Stock of record are to be entitled to such offering; anddividend, in distribution, rights, options or warrants are to be determined, (y) the case of any action covered by clause date on which the right to make tenders under such tender offer expires or (bz) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, saleconveyance, transfer, other dispositionsale, liquidationlease, voluntary dissolution, liquidation or involuntary dissolution or winding-winding up is expected to become effective effective, and the date on as of which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.it

Notice of Certain Corporate Action. In case the Company after event: a. the date hereof Guarantor shall propose (a) take any action which would require an adjustment in the Conversion Price pursuant to offer Section 10.05(c); or b. the Guarantor shall authorize the granting to the holders of its Common Stock, generally, Stock (as a class) of rights or warrants to subscribe to for or purchase any additional shares of stock of any class or of its capital stock, any evidences of its indebtedness or assets, or any other rights rights; or c. there shall be any capital reorganization or options or (b) to effect any reclassification of the Common Stock (other than a reclassification involving merely the subdivision or combination of the outstanding shares Common Stock and other than a change in the par value of the Common Stock) or any capital reorganization), or any consolidation or merger to which the Company Guarantor is a party or any statutory exchange of securities with another corporation and for which approval of any stockholders shareholders of the Company Guarantor is required, or any sale, sale or transfer of all or other disposition substantially all of its property and the assets substantially as an entirety, or of the liquidation, Guarantor; or d. there shall be a voluntary or involuntary dissolution dissolution, liquidation or winding-up of the CompanyGuarantor; then the Company and the Guarantor shall cause to be filed with the Trustee and the Registrar, thenand shall cause to be given to the Holders, in each such casethe manner provided in Section 13.02, at least 14 days prior to the Company shall file with the Warrant Agent and the Companyapplicable date hereinafter specified, or the Warrant Agent on its behalf, shall mail a notice stating (by first-class, postage prepaid maili) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record is to be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result purpose of such action. Such notice shall be filed and mailed in the case of any action covered by clause (a) abovedistribution or rights, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; anddistribution or rights are to be determined, in the case of any action covered by clause or (bii) above, at least 20 days prior to the earlier of the date on which such reorganization, reclassification, reorganization, consolidation, merger, sale, transfer, other dispositiondissolution, liquidation, voluntary or involuntary dissolution liquidation or winding-up is expected to become effective effective, and the date on as of which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, reorganization, consolidation, merger, sale, transfer, other dispositiondissolution, liquidation, voluntary or involuntary dissolution liquidation or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed the proceedings described in subsection (a), (b), (c) or (d) of this Section 1210.06.

Notice of Certain Corporate Action. In case the Company Company, after the date hereof hereof, shall propose (a) to offer to the holders of Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (b) to effect (i) any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or (ii) any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Warrant Agent Agent, and the Company, or the Warrant Agent on its the Company's behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights reclassification or options, reorganization or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Purchase Price and the number or of and kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (ai) above, above at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (bii) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on as of which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require any adjustment pursuant to offer Section 1304; or (b) the Company shall authorize the granting to the holders of its Common StockStock of rights, generally, rights options or warrants to subscribe to for or purchase any additional shares of capital stock of any class or of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or rights; or (bc) to effect of any reclassification of the Common Stock (other than a reclassification involving merely of the subdivision or combination of outstanding shares of Common Stock) or any capital reorganizationCompany, or of any consolidation consolidation, merger, or merger share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or any of the conveyance, sale, transfer or other disposition lease of its property and all or substantially all of the assets substantially as an entirety, or of the liquidation, Company; (d) of the voluntary or involuntary dissolution dissolution, liquidation or winding-winding up of the Company, then, in each ; or (e) the Company or any Subsidiary shall commence a tender offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such case, tender offer); then the Company shall file with cause to be filed at each office or agency maintained for the Warrant Agent purpose of conversion of Securities pursuant to Section 1002, and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) cause to be provided to all registered holders of Holders in accordance with Section 106, at least 20 days (or 10 days in any case specified in clause (a) or (b) above) prior to the Warrant Certificates applicable record, expiration or effective date hereinafter specified, a notice of such proposed action, which notice shall specify stating (x) the date on which the books of the Company shall close or a record is to be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result purpose of such action. Such notice shall be filed and mailed in the case of any action covered by clause (a) abovedividend, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action distribution, rights, options or warrants or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; anddividend, in distribution, rights, options or warrants are to be determined, (y) the case of any action covered by clause date on which the right to make tenders under such tender offer expires or (bz) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, saleconveyance, transfer, other dispositionsale, liquidationlease, voluntary dissolution, liquidation or involuntary dissolution or winding-winding up is expected to become effective effective, and the date on as of which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares of Common Stock for securities securities, cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, saleconveyance, transfer, other dispositionsale, liquidationlease, voluntary dissolution, liquidation or involuntary dissolution or winding-winding up. Failure Neither the failure to give any such notice or the notice referred to in the following paragraph nor any defect therein in such notice shall not affect the legality or validity of any transaction listed in the proceedings clauses (a) through (e) of this Section 121306. If at the time the Trustee shall not be a Conversion Agent, a copy of such notice shall also be filed by the Company with the Trustee. The preceding paragraph to the contrary notwithstanding, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 1002, and shall cause to be provided to all Holders in accordance with Section 106 notice of any tender offer by the Company or any Subsidiary for all or any portion of the Common Stock at or about the time that such notice of tender offer is provided to the public generally.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (a) to pay any dividend payable in stock of any class to the holders of its Nonpreferred Stock or to make any other distribution to the holders of its Nonpreferred Stock, or (b) to offer to the holders of Common Stock, generally, its Nonpreferred Stock rights to subscribe for or to or purchase any additional Additional Shares of Nonpreferred Stock or shares of stock of any class of its capital stock, any evidences of its indebtedness or assets, or any other securities, rights or options options, or (bc) to effect any reclassification of Common its Nonpreferred Stock (other than a reclassification involving merely only the subdivision subdivision, or combination combination, of outstanding shares of Common Nonpreferred Stock), or (d) or to effect any capital reorganization, or (e) to effect any consolidation consolidation, merger or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, transfer or other disposition of all or substantially all of its property and property, assets substantially as an entiretyor business, or (f) to effect the liquidation, voluntary or involuntary dissolution or winding-winding up of the Company, thenor (g) to effect or be subject to any Triggering Event, then in each such case, the Company shall file give to each holder of a Warrant, in accordance with the Warrant Agent and the CompanySection 14, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates a notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record is to be taken for purposes of such stock dividend, distribution or offer of rights or optionsrights, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary dissolution, or involuntary dissolution or winding-winding up shall is to take place or commenceand the date of participation therein by the holders of Nonpreferred Stock, as the case may beif any such date is to be fixed, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price effect of such action on the Nonpreferred Stock and the number or and kind of shares any other property which will comprise a Share, and the purchase price or other securities purchasable upon exercise of Warrants prices thereof, after giving effect to any adjustment which will be required as a result of such action. Such notice shall be filed and mailed so given in the case of any action covered by clause (a) above, or (b) above at least ten 20 calendar days prior to the record date for determining holders of the Common Nonpreferred Stock for purposes of such action oraction, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, and in the case of any action covered by clause (b) aboveother such action, at least 20 calendar days prior to the earlier date of the date on which taking of such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary proposed action or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that of participation therein by the holders of shares of Common Stock of record on such date Nonpreferred Stock, whichever shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12earlier.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose case: (a) the Company shall declare a dividend (or any other distribution) on the Common Shares, including any extraordinary dividend (but other than ordinary quarterly cash dividends paid during the term of the Warrants and cash dividends paid in conjunction with the Company’s anticipated election to offer be treated as a Registered Investment Company under the Internal Revenue Code); or (b) the Company shall authorize the granting to the holders of the Common StockShares of pro rata rights, generally, rights options or warrants to subscribe to for or purchase any additional shares of any class capital stock of its capital stock, any evidences the Company; or (c) of its indebtedness or assets, or any other rights or options or (b) to effect any reclassification of the Common Stock Shares of the Company (other than a reclassification involving merely merger which is effected solely to change the subdivision or combination jurisdiction of outstanding shares incorporation of Common Stock) or any capital reorganizationthe Company), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, of the sale or transfer of all or substantially all of the assets of the Company (other disposition than to a wholly owned domestic subsidiary of its property and assets substantially the Company so long as an entirety, or such subsidiary continues to be wholly owned); or (d) of the liquidation, voluntary or involuntary dissolution dissolution, liquidation or winding-winding up of the Company, then, in each such case, ; then the Company shall file with cause to be filed at each office or agency maintained pursuant to Section 6.5 of this Agreement for the Warrant Agent purpose of exercising Warrants and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) cause to be mailed to all registered holders of Holders at their last addresses as they shall appear in the Warrant Certificates Register, no later than ten (10) Business Days prior to the event specified in (a), (b), (c) or (d) above, a notice of such proposed action, which notice shall specify stating (i) the date on which the books of the Company shall close or a record is to be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result purpose of such action. Such notice shall be filed and mailed in the case of any action covered by clause (a) abovedividend, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of shares of Common Stock Shares of record are to be entitled to such offering; anddividend, in the case of any action covered by clause distribution, rights, options or warrants are to be determined, or (bii) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other dispositiondissolution, liquidation, voluntary liquidation or involuntary dissolution winding up (or winding-up amendment thereto) is expected to become effective effective, and the date on as of which it is expected that holders of shares record of such class of Common Stock of record on such date Shares shall be entitled to exchange their shares Common Shares for securities securities, cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other dispositiondissolution, liquidation, voluntary liquidation or involuntary dissolution or winding-winding up. Failure to give The Warrant Agent shall not be responsible for giving such notice or for the contents of any such notice or any defect therein shall not affect to the legality or validity of any transaction listed in this Section 12Holders.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (ai) to offer to take a record of the holders of Common Stock, generallyany class of securities for the purpose of determining the holders thereof that are entitled to receive any dividend or other distribution, rights to subscribe for or to or purchase any additional shares of any class of its capital stockstock or any other securities or property, any evidences of its indebtedness or assets, or any other rights rights, warrants or options, (ii) to issue any shares of its capital stock or rights, options or warrants entitling to subscribe for shares of such capital stock or securities convertible or exchangeable or exercisable for shares of such capital stock (bother than any such issuances under any employee or director benefit plan of the Company approved by the Company's Board of Directors), (iii) to effect any capital reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, lease, transfer or other disposition of all or substantially all of its property and assets substantially as an entiretyassets, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, or (iv) the commencement by any "person" or "group" (within the meaning of Section 13(d) and Section 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act")) of a BONA FIDE tender offer or exchange offer in accordance with the rules and regulations of the Exchange Act to purchase shares of Common Stock of the Company, then, in each such case, the Company shall file with the Warrant Agent Agent, and the Company, or the Warrant Agent on its behalfbehalf and at the Company's request, shall mail (by first-class, postage prepaid mail) provide to all registered holders of the Warrant Certificates notice of such proposed actionaction or event, which notice shall specify the date on which the books of the Company shall close or a record be taken for such dividend, distribution or offer of rights or options, or the date on which such issuance, reclassification, reorganization, consolidation, merger, sale, lease, transfer, other disposition, liquidation, voluntary or involuntary dissolution or dissolution, winding-up or tender offer shall take place place, commence, or commencebe completed, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein therein, and as of which the holders of record of the Company's Common Stock (or other securities) shall be entitled to exchange their shares of such Common Stock (or other securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, sale, lease, transfer, other disposition, dissolution, liquidation, winding-up, tender offer or other event, and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities securities, cash or property purchasable upon exercise of Warrants which will be required as a result of such action, if applicable. Such notice shall be filed and mailed provided in the case of any action covered by clause (ai) above, at least ten (10) days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause clauses (bii) through (iv) above, at least 20 twenty (20) days prior to the earlier of the date on which such issuance, reclassification, reorganization, consolidation, merger, sale, lease, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up up, exchange or tender offer is expected to become effective or be completed and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up, exchange or tender offer. Notwithstanding the foregoing, the Company's obligation to provide notice under this Section 12 is subject and subordinate to the Company's legal obligations regarding the handling and dissemination of material non-public information under the Securities Act, the rules and regulations of the quotation system or securities exchange on which the Common Stock may at any time be listed and other applicable law. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.

Notice of Certain Corporate Action. In case at any time: (A) the Company after the date hereof shall propose (a) to offer make any distributions to the holders of Common Stock, generally, ; or (B) the Company shall authorize the granting to all holders of its Common Stock of rights to subscribe to for or purchase any additional shares of stock of any class or of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or rights; or (bC) to effect there shall be any reclassification of Common Stock the capital stock of the Company; or (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common StockD) or there shall be any capital reorganization, or reorganization by the Company; or (E) there shall be any (i) consolidation or merger to which involving the Company is a party and for which approval of any stockholders of the Company is required, or any (ii) sale, transfer or other disposition of all or substantially all of the Company’s property, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its property shares of capital stock shall continue to be outstanding and assets substantially as an entiretyunchanged and except a consolidation, merger, sale, transfer or the liquidation, other disposition involving a wholly-owned subsidiary); or (F) there shall be a voluntary or involuntary dissolution dissolution, liquidation or winding-up of the Company, Company or any partial liquidation of the Company or distribution to holders of Common Stock; then, in each of such casecases, the Company shall file with give written notice to the Warrant Agent and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders Warrantholder of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which (i) the books of the Company shall close or a record shall be taken for such offer of dividend, distribution or subscription rights or options(ii) such reorganization, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidationdissolution, voluntary or involuntary dissolution liquidation or winding-up shall take place or commenceup, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such actiontake place. Such notice also shall be filed and mailed in the case of any action covered by clause (a) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, specify the date as of which the holders of shares of Common Stock of record are to be entitled to shall participate in such offering; anddividend, in the case of any action covered by clause (b) abovedistribution or subscription rights, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidationdissolution, voluntary or involuntary dissolution liquidation or winding-up, as the case may be. Failure Such notice shall be given at least twenty (20) days prior to give any such notice the action in question and not less than twenty (20) days prior to the record date or any defect therein shall not affect the legality or validity of any transaction listed date on which the Company’s transfer books are closed in this Section 12respect thereto.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose case: (a) the Company shall declare a dividend (or any other distribution) on its Related Stock or its Common Stock payable otherwise than in cash out of its earned surplus; or (b) the Company shall authorize the granting to offer to the all holders of its Related Stock or its Common Stock, generally, Stock of rights or warrants to subscribe to for or purchase for periods ending within 180 days any additional shares of capital stock of any class or of its capital stock, any evidences of its indebtedness or assets, or any other rights rights; or (c) of any capital reorganization, reclassification or options or (b) to effect any reclassification recapitalization of Common Stock the Company (other than a reclassification involving merely the subdivision or combination of its outstanding shares of Common Stock) or any capital reorganization), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of any sale, transfer sale of all or other disposition substantially all of its property and the assets substantially as an entirety, or of the liquidation, Company; or (d) of any voluntary or involuntary dissolution dissolution, liquidation or winding-winding up of the Company, then, in each such case, ; then the Company shall file with cause to be mailed to the Warrant Agent and the Company, holder of this Debenture at least 20 days (or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the 10 days in any case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments specified in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (a) or (b) above, at least ten days ) prior to the applicable Record Date or Effective Date, as defined herein, a notice stating (I) the date or expected date on which a record date is to be taken for determining holders of the Common Stock for purposes purpose of such action dividend, distribution or right (the “Record Date”), or, if a record is not to be taken, the date as of which the holders of shares of its Related Stock or Common Stock of record Stock, as the case may be, which are to be entitled to such offering; anddividend, in distribution or right are to be determined, or (ii) the case of any action covered by clause (b) above, at least 20 days prior to the earlier of the date or expected date on which such reorganization, reclassification, reorganizationrecapitalization, consolidation, merger, sale, transfer, other dispositiondissolution, liquidation, voluntary liquidation or involuntary dissolution or winding-winding up is expected to become effective take place (the “Effective Date”) and the date on as of which it is expected that record holders of shares of Related Stock or Common Stock of record on such date Stock, as the case may be, shall be entitled to exchange their shares of Related Stock or Common Stock for securities securities, cash or other property deliverable upon such reorganization, reclassification, reorganizationrecapitalization, consolidation, merger, sale, transfer, other dispositiondissolution, liquidation, voluntary liquidation or involuntary dissolution or winding-winding up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12such action requiring such notice, or the vote on any such action.

Notice of Certain Corporate Action. In case the Company after the date hereof shall will propose (ai) to offer to the holders of Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (bii) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall will file with the Warrant Agent and the Company, or the Warrant Agent on its behalf, shall will mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall will specify the date on which the books of the Company shall will close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall will take place or commence, as the case may be, and which shall will also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall will set forth such facts with respect thereto as shall will be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall will be filed and mailed in the case of any action covered by clause (ai) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (bii) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall will be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall will not affect the legality or validity of any transaction listed in this Section 12.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (a) to offer to the holders of Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (b) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Warrant Agent and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (a) above, at least ten 10 days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (b) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.

Notice of Certain Corporate Action. In case the Company at any time after the date hereof shall propose hereof: (a) to offer the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings; or (b) the Company shall authorize the granting to the holders of its Common Stock, generally, Stock of rights or warrants to subscribe to for or purchase any additional shares of capital stock of any class or of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or rights; or (bc) to the Company shall effect any reclassification of the Common Stock of the Company (other than a reclassification involving merely the subdivision or combination of its outstanding shares of Common Stock) or any capital reorganization), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, of the sale or transfer of all or other disposition substantially all of its property and the assets substantially as an entirety, or of the liquidation, Company; or (d) the occurrence of the voluntary or involuntary dissolution dissolution, liquidation or winding-winding up of the Company, then, in each such case, ; then the Company shall file with cause to be filed at each office or agency maintained for the Warrant Agent purpose of conversion of Securities pursuant to Section 1002, and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) cause to be mailed to all registered holders of Holders at their last addresses as they shall appear in the Warrant Certificates Security Register, at least 20 days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable record or effective date hereinafter specified, a notice of such proposed action, which notice shall specify stating (x) the date on which the books of the Company shall close or a record is to be taken for the purpose of such offer of dividend, distribution, rights or optionswarrants, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (a) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; anddividend, in the case of any action covered by clause distribution, rights or warrants are to be determined, or (by) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, share exchange, sale, transfer, other dispositiondissolution, liquidation, voluntary liquidation or involuntary dissolution or winding-winding up is expected to become effective effective, and the date on as of which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares of Common Stock for securities securities, cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, share exchange, sale, transfer, other dispositiondissolution, liquidation, voluntary liquidation or involuntary dissolution or winding-winding up. Failure Neither the failure to give any such notice or nor any defect therein shall not affect the legality or validity of any transaction listed the proceedings described in clauses (a) through (d) of this Section 121407. If at the time the Trustee shall not be the Conversion Agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (ai) to offer to the holders of New Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (bii) to effect any reclassification of New Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of New Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any stockholders shareholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Warrant Agent and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of New Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (ai) above, at least ten (10) days prior to the record date for determining holders of the New Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of New Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (bii) above, at least 20 twenty (20) days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of New Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (ai) to offer to the holders of Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (bii) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entiretyChange in Control, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Warrant Agent and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, options or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other dispositionChange in Control, liquidation, voluntary or involuntary dissolution or winding-winding up event shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable or other consideration to which the holders of Warrant Certificates would be entitled upon exercise of Warrants which will be required as a result of such actionthe Warrants. Such notice shall be filed and mailed in the case of any action covered by clause (ai) above, above at least ten thirty days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, and in the case of any action covered by clause (bii) above, at least 20 30 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, a Change in Control or liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-upeffective. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose case: (a) the Company shall take any action which would require an adjustment in the conversion price pursuant to offer Sections 5.04(b), 5.04(c) or 5.04(d); or (b) the Company shall authorize the granting to the holders of its Common Stock, generally, Stock of rights or warrants to subscribe to for or purchase any additional shares of stock of any class or of its capital stock, any evidences of its indebtedness or assets, or any other rights rights; or (c) there shall be any capital reorganization or options or (b) to effect any reclassification of the Common Stock (other than a reclassification involving merely the subdivision or combination of the outstanding shares Common Stock and other than a change in the par value of the Common Stock) or any capital reorganization), or any consolidation or merger to which the Company is a party or any statutory exchange of securities with another corporation and for which approval of any stockholders of the Company is required, or any sale, sale or transfer of all or other disposition substantially all of its property and the assets substantially as an entirety, or of the liquidation, Company; or (d) there shall be a voluntary or involuntary dissolution dissolution, liquidation or winding-up of the Company, then, in each such case, ; then the Company shall file cause to be filed with the Warrant Agent Trustee and any Conversion Agent, and shall cause to be given to the CompanySecurityholders, or in the Warrant Agent on its behalfmanner provided in Section 16.03, shall mail at least fifteen (by first-class15) days prior to the applicable date hereinafter specified, postage prepaid maila notice stating (i) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record is to be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result purpose of such action. Such notice shall be filed and mailed in the case of any action covered by clause (a) abovedistribution or rights, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; anddistribution or rights is to be determined, in the case of any action covered by clause or (bii) above, at least 20 days prior to the earlier of the date on which such reorganization, reclassification, reorganization, consolidation, merger, sale, transfer, other dispositiondissolution, liquidation, voluntary or involuntary dissolution liquidation or winding-up is expected to become effective effective, and the date on as of which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, reorganization, consolidation, merger, sale, transfer, other dispositiondissolution, liquidation, voluntary or involuntary dissolution liquidation or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed the proceedings described in subsection (a), (b), (c) or (d) of this Section 125.06.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (ai) to offer to the holders of Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (bii) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any stockholders shareholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Warrant Agent and the Company, or the Warrant Agent on its behalf, behalf shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of 1998 Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (ai) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (bii) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.

Notice of Certain Corporate Action. In case at any time: (A) the Company after the date hereof shall propose declare any dividend (a) to offer to the holders of Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (bdistributions) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding on shares of Common Stock; or (B) the Company shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase any shares of stock of any class or of any other rights; or (C) there shall be any reclassification of the capital stock of the Company; or (D) there shall be any capital reorganization, or reorganization by the Company; or (E) there shall be any (i) consolidation or merger to which involving the Company is a party and for which approval of any stockholders of the Company is required, or any (ii) sale, transfer or other disposition of all or substantially all of the Company’s property, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its property shares of capital stock shall continue to be outstanding and assets substantially as an entiretyunchanged and except a consolidation, merger, sale, transfer or the liquidation, other disposition involving a wholly-owned subsidiary); or (F) there shall be a voluntary or involuntary dissolution dissolution, liquidation or winding-up of the Company, Company or any partial liquidation of the Company or distribution to holders of Common Stock; then, in each of such casecases, the Company shall file with give written notice to the Warrant Agent and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders Warrantholder of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which (i) the books of the Company shall close or a record date shall be taken fixed for such offer of dividend, distribution or subscription rights or options(ii) such reorganization, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidationdissolution, voluntary or involuntary dissolution liquidation or winding-up shall take place or commenceup, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such actiontake place. Such notice also shall be filed and mailed in the case of any action covered by clause (a) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, specify the date as of which the holders of shares of Common Stock of record are to be entitled to shall participate in such offering; anddividend, in the case of any action covered by clause (b) abovedistribution or subscription rights, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidationdissolution, voluntary or involuntary dissolution liquidation or winding-up, as the case may be. Failure Such notice shall be given at least twenty (20) days prior to give any such notice the action in question and not less than twenty (20) days prior to the record date or any defect therein shall not affect the legality or validity of any transaction listed date on which the Company’s transfer books are closed in this Section 12respect thereto.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose case: (a) Diamond Offshore shall declare a dividend (or any other distribution) on Diamond Offshore Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require any adjustment pursuant to offer ‎Section 4.4 of this Third Supplemental Indenture; or (b) Diamond Offshore shall authorize the granting to the holders of Diamond Offshore Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights; or (c) of any reclassification of Diamond Offshore Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stockconsolidation, any evidences of its indebtedness merger or assets, or any other rights or options or (b) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger share exchange to which the Company Diamond Offshore is a party and for which approval of any stockholders shareholders of the Company Diamond Offshore is required, or any of the conveyance, sale, transfer or other disposition lease of its property and all or substantially all of the assets substantially as an entirety, or of Diamond Offshore; or (d) of the liquidation, voluntary or involuntary dissolution dissolution, liquidation or winding-winding up of Diamond Offshore; or (e) Diamond Offshore or any subsidiary of Diamond Offshore shall commence a tender offer for all or a portion of the Company, then, in each outstanding shares of Diamond Offshore Common Stock (or shall amend any such case, tender offer); then the Company shall file cause to be filed with the Warrant Agent Trustee and at each office or agency maintained for the Companypurpose of conversion of Notes pursuant to ‎Section 4.7 of this Third Supplemental Indenture, or the Warrant Agent on its behalf, and shall mail (by first-class, postage prepaid mail) cause to be provided to all registered holders Holders, by the later of (i) as soon as reasonably practicable after the Warrant Certificates notice Company has become aware of such proposed actionmatter or (ii) at least 20 days (or 10 days in any case specified in clause ‎(a) or ‎(b) above) prior to the applicable record, which expiration or effective date hereinafter specified, a notice shall specify stating (x) the date on which the books of the Company shall close or a record is to be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result purpose of such action. Such notice shall be filed and mailed in the case of any action covered by clause (a) abovedividend, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of shares of Diamond Offshore Common Stock of record are to be entitled to such offering; anddividend, in distribution, rights, options or warrants are to be determined, (y) the case of any action covered by clause date on which the right to make tenders under such tender offer expires or (bz) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, saleconveyance, transfer, other dispositionsale, liquidationlease, voluntary dissolution, liquidation or involuntary dissolution or winding-winding up is expected to become effective effective, and the date on as of which it is expected that holders of shares of Diamond Offshore Common Stock of record on such date shall be entitled to exchange their shares of Diamond Offshore Common Stock for securities securities, cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, saleconveyance, transfer, other dispositionsale, liquidationlease, voluntary dissolution, liquidation or involuntary dissolution or winding-winding up. Failure Neither the failure to give any such notice or the notice referred to in the following paragraph nor any defect therein shall not affect the legality or validity of the proceedings described in clauses ‎(a) through ‎(e) of this ‎Section 4.6. The preceding paragraph to the contrary notwithstanding, the Company shall cause to be filed at each office or agency maintained for the purpose of exchange of Notes pursuant to ‎Section 4.7 of this Third Supplemental Indenture, and shall cause to be provided to all Holders, notice of any transaction listed in this Section 12tender offer by Diamond Offshore or any subsidiary of Diamond Offshore for all or any portion of the Diamond Offshore Common Stock at or about the time that such notice of tender offer is provided to the public generally.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (ai) to offer to the holders of Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (bii) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary 10 of 19 or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Warrant Agent and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (ai) above, at least ten 10 days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (bii) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.

Notice of Certain Corporate Action. In case case: (1) the Company after shall declare a dividend (or any other distribution) on its Common Stock; or (2) the date hereof Company shall propose (a) authorize the granting to offer to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights; or (3) of any reclassification of the Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stockconsolidation, any evidences of its indebtedness merger or assets, or any other rights or options or (b) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or any of the conveyance, sale, transfer or other disposition lease of its property and all or substantially all of the assets substantially as an entirety, or of the liquidation, Company; or (4) of the voluntary or involuntary dissolution dissolution, liquidation or winding-winding up of the Company, then, in each such case, ; then the Company shall file with cause to be filed at each office or agency maintained for the Warrant Agent purpose of conversion of Securities pursuant to Section 10.2, and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) cause to be provided to all registered holders of Holders in accordance with Section 1.6, at least 20 days (or 10 days in any case specified in clause (1) or (2) above) prior to the Warrant Certificates applicable record or effective date hereinafter specified, a notice of such proposed action, which notice shall specify stating (x) the date on which the books of the Company shall close or a record is to be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result purpose of such action. Such notice shall be filed and mailed in the case of any action covered by clause (a) abovedividend, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; anddividend, in the case of any action covered by clause distribution, rights, options or warrants are to be determined or (by) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, saleconveyance, transfer, other dispositionsale, liquidationlease, voluntary dissolution, liquidation or involuntary dissolution or winding-winding up is expected to become effective effective, and the date on as of which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares of Common Stock for securities securities, cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, saleconveyance, transfer, other dispositionsale, liquidationlease, voluntary dissolution, liquidation or involuntary dissolution or winding-winding up. Failure Neither the failure to give any such notice or the notice referred to in the following paragraph nor any defect therein shall not affect the legality or validity of the proceedings described in clauses (1) through (4) of this Section. If at the time the Trustee shall not be the Conversion Agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee. The Company shall cause to be filed at the Corporate Trust Office and each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.2, and shall cause to be provided to all Holders in accordance with Section 1.6, notice of any transaction listed in this Section 12tender offer by the Company or any Subsidiary for all or any portion of the Common Stock at or about the time that such notice of tender offer is provided to the public generally.

Notice of Certain Corporate Action. In case the Company at any time after the date hereof shall propose 20 days prior to the date on which the Securities first become convertible: (a) to offer the Company shall declare a dividend (or any other distribution) on its Common Shares payable otherwise than in cash out of its retained earnings; or (b) the Company shall authorize the granting to the holders of its Common Stock, generally, Shares of rights or warrants to subscribe to for or purchase any additional shares of beneficial interest of any class or of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or rights; or (bc) to effect of any reclassification of the Common Stock Shares of the Company (other than a reclassification involving merely the subdivision or combination of its outstanding shares of Common Stock) or any capital reorganizationShares), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders shareholders of the Company is required, or any sale, of the sale or transfer of all or other disposition substantially all of its property and the assets substantially as an entirety, or of the liquidation, Company; or (d) of the voluntary or involuntary dissolution dissolution, liquidation or winding-winding up of the Company, then, in each such case, ; then the Company shall file with cause to be filed at each office or agency maintained for the Warrant Agent purpose of conversion of Securities pursuant to SECTION 1002, and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) cause to be mailed to all registered holders of Holders at their last addresses as they shall appear in the Warrant Certificates Security Register, at least 20 days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable record or effective date hereinafter specified, a notice of such proposed action, which notice shall specify stating (x) the date on which the books of the Company shall close or a record is to be taken for the purpose of such offer of dividend, distribution, rights or optionswarrants, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (a) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock Shares of record are to be entitled to such offering; anddividend, in the case distribution, authorization of any action covered by clause rights or warrants are to be determined, or (by) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other dispositiondissolution, liquidation, voluntary liquidation or involuntary dissolution or winding-winding up is expected to become effective effective, and the date on as of which it is expected that holders of shares of Common Stock Shares of record on such date shall be entitled to exchange their shares Common Shares for securities securities, cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other dispositiondissolution, liquidation, voluntary liquidation or involuntary dissolution or winding-winding up. Failure Neither the failure to give any such notice or nor any defect therein shall not affect the legality or validity of any transaction listed the proceedings described in clauses (a) through (d) of this Section 12SECTION 1407. If at the time the Indenture Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Indenture Trustee.

Notice of Certain Corporate Action. In case at any time: (A) the Company after shall declare any dividend (or any other distributions) on Depositary Shares; or (B) the date hereof Company shall propose (a) authorize the granting to offer to the all holders of Common Stock, generally, its Depositary Shares of rights to subscribe to for or purchase any additional shares of stock of any class or of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or rights; or (bC) to effect there shall be any reclassification of Common Stock the Depositary Shares or capital stock of the Company; or (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common StockD) or there shall be any capital reorganization, or reorganization by the Company; or (E) there shall be any (i) consolidation or merger to which involving the Company is a party and for which approval of any stockholders of Company, other than the Company is requiredmerger contemplated by the Merger Agreement, or any (ii) sale, transfer or other disposition of all or substantially all of the Company's property, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its property shares of capital stock shall continue to be outstanding and assets substantially as an entiretyunchanged and except a consolidation, merger, sale, transfer or the liquidation, other disposition involving a wholly-owned subsidiary); or (F) there shall be a voluntary or involuntary dissolution dissolution, liquidation or winding-up of the Company, Company or any partial liquidation of the Company or distribution to holders of Depositary Shares; then, in each of such casecases, the Company shall file with give written notice to the Warrant Agent and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders Warrantholder of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which (i) the books of the Company shall close or a record date shall be taken fixed for such offer of dividend, distribution or subscription rights or options(ii) such reorganization, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidationdissolution, voluntary or involuntary dissolution liquidation or winding-up shall take place or commenceup, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such actiontake place. Such notice also shall be filed and mailed in the case of any action covered by clause (a) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, specify the date as of which the holders of shares of Common Stock Depositary Shares of record are to be entitled to shall participate in such offering; anddividend, in the case of any action covered by clause (b) abovedistribution or subscription rights, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares depositary receipts for Depositary Shares for securities or other property deliverable upon such reorganization, reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidationdissolution, voluntary or involuntary dissolution liquidation or winding-up, as the case may be. Failure Such notice shall be given at least twenty (20) days prior to give any such notice the action in question and not less than twenty (20) days prior to the record date or any defect therein shall not affect the legality or validity of any transaction listed date on which the Company's transfer books are closed in this Section 12respect thereto.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (ai) to offer to the holders of Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (bii) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Warrant Agent and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (ai) above, at least ten 10 days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (bii) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.

Notice of Certain Corporate Action. In case of the occurrence of one or more of the events that are listed herein, the Company shall cause to be mailed to any paying agent and conversion agent and any Noteholder in the manner provided under Condition 15 hereof within ten (10) Business Days after the date hereof shall propose (a) to offer on which notice is sent to the holders of the Company’s Common Stock. Such events are: (i) the Company shall declare a dividend (or any other distribution) on its Common Stock payable (1) otherwise than exclusively in cash, generallyor (2) exclusively in cash in an amount that would require a Conversion Price adjustment pursuant to Condition 6(C)(iii); or (ii) the Company shall authorize the granting to the holders of its Common Stock of rights, rights warrants or options to subscribe to for or purchase any additional shares of capital stock of any class or of its capital stock, any evidences of its indebtedness or assets, or any other rights or options (excluding employee stock options); or (biii) to effect of any reclassification of the Common Stock of the Company (other than a reclassification involving merely the subdivision or combination of its outstanding shares of Common Stock) or any capital reorganization), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, of the sale or transfer of all or other disposition substantially all of its property and the assets substantially as an entirety, of the Company; or (iv) of the liquidation, voluntary or involuntary dissolution dissolution, liquidation or winding-winding up of the Company, then, in each such case, ; or (v) the Company or any Subsidiary of the Company shall file with the Warrant Agent and commence a tender or exchange offer for all or a portion of the Company, ’s outstanding shares of Common Stock (or the Warrant Agent on its behalf, shall mail amend any such tender or exchange offer); The Notice shall state (by first-class, postage prepaid maili) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record is to be taken for the purpose of such offer dividend, distribution or granting of rights rights, warrants or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (a) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; anddividend, in the case of any action covered by clause distribution, rights, warrants or options are to be determined, or (bii) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other dispositiondissolution, liquidation, voluntary liquidation or involuntary dissolution or winding-winding up is expected to become effective effective, and the date on as of which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares of Common Stock for securities securities, cash or other property Property deliverable upon such reclassification, reorganizationre-classification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up, or (iii) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other disposition, liquidation, voluntary material terms thereof (or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity material terms of any transaction listed in this Section 12amendment thereto).

Notice of Certain Corporate Action. In case the Company Company, after the date hereof hereof, shall propose (ai) to offer to the holders of Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (bii) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any stockholders shareholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Warrant Agent and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (ai) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (bii) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.

Notice of Certain Corporate Action. In case the Company after ---------------------------------- the date hereof Effective Date shall propose (ai) to offer to all of the holders of Common Stock, generally, Stock rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options in a manner causing an adjustment pursuant to Section 8(A) or (bii) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-winding up of the Company, in a manner causing an adjustment pursuant to Section 8(E), then, in each such case, the Company shall file with the Warrant Agent and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, first class postage prepaid mail) mail to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-winding up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Purchase Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (ai) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (bii) above, at least 20 twenty days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-winding up is expected to become effective and the date on as of which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-winding up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 1213.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (a) to pay any dividend payable in stock of any class to the holders of its Nonpreferred Stock or to make any other distribution to the holders of its Nonpreferred Stock (other than a cash dividend), or (b) to offer to the holders of Common Stock, generally, its Nonpreferred Stock rights to subscribe for or to or purchase any additional Additional Shares of Nonpreferred Stock or shares of stock of any class of its capital stock, any evidences of its indebtedness or assets, or any other securities, rights or options options, or (bc) to effect any reclassification of Common its Nonpreferred Stock (other than a reclassification involving merely only the subdivision subdivision, or combination combination, of outstanding shares of Common Nonpreferred Stock), or (d) or to effect any capital reorganization, or (e) to effect any consolidation consolidation, merger or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, transfer or other disposition of all or substantially all of its property and property, assets substantially as an entiretyor business, or (f) to effect the liquidation, voluntary or involuntary dissolution or winding-winding up of the Company, then, then in each such casecase (but without limiting the provisions of SECTION 4B), the Company shall file give to each holder of a Warrant, in accordance with the Warrant Agent and the CompanySECTION 13, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates a notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record is to be taken for the purposes of such offer of rights stock dividend, distribution or optionsrights, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary dissolution, or involuntary dissolution or winding-winding up shall is to take place or commenceand the date of participation therein by the holders of Nonpreferred Stock, as the case may beif any such date is to be fixed, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price effect of such action on the Nonpreferred Stock and the number or and kind of any other shares of stock which will comprise a Stock Unit, and the purchase price or other securities purchasable upon exercise of Warrants prices thereof, after giving effect to any adjustment which will be required as a result of such action. Such notice shall be filed and mailed so given in the case of any action covered by clause CLAUSE (aA) above, or (B) above at least ten 20 days prior to the record date for determining holders of the Common Nonpreferred Stock for purposes of such action oraction, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, and in the case of any action covered by clause (b) aboveother such action, at least 20 days prior to the earlier date of the date on which taking of such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary proposed action or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that of participation therein by the holders of shares of Common Stock of record on such date Nonpreferred Stock, whichever shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12earlier.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose case: (a) the Company shall declare a dividend or make any other distribution that would require any adjustment pursuant to offer Section 2.6 hereof; (b) the Company shall authorize the granting to the holders of its Common Stock, generally, Stock of rights or warrants to subscribe to for or purchase any additional shares of capital stock of any class or of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or rights; (bc) to effect of any reclassification of the Common Stock (other than a reclassification involving merely of the subdivision or combination of outstanding shares of Common Stock) or any capital reorganizationCompany, or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is requiredrequired or that is otherwise subject to Section 2.13 hereof, or any saleof the conveyance, lease, sale or transfer of all or other disposition substantially all of its property and the assets substantially as an entirety, or of the liquidation, Company; or (d) of the voluntary or involuntary dissolution dissolution, liquidation or winding-winding up of the Company, then, in each such case, then the Company shall file with cause to be filed at each office or agency maintained for the Warrant Agent purpose of conversion of Securities pursuant to Section 2.4 hereof, and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) cause to be mailed to all registered holders of Holders at their last addresses as they shall appear in the Warrant Certificates register for the Securities, at least 20 days prior to the applicable record or effective date hereinafter specified, a notice of such proposed action, (which notice shall specify also be sent by release to Reuters Economic Services and Bloomberg Business News as set forth in Section 10.2 of the Indenture) stating (x) the date on which the books of the Company shall close or a record is to be taken for the purpose of such offer of dividend, distribution, rights or optionswarrants, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (a) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; anddividend, in the case of any action covered by clause distribution, rights or warrants are to be determined, or (by) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, share exchange, conveyance, lease, sale, transfer, other dispositiondissolution, liquidation, voluntary liquidation or involuntary dissolution or winding-winding up is expected to become effective effective, and the date on as of which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares of Common Stock for securities securities, cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, share exchange, conveyance, lease, sale, transfer, other dispositiondissolution, liquidation, voluntary liquidation or involuntary dissolution or winding-winding up. Failure Neither the failure to give any such notice or nor any defect therein shall not affect the legality or validity of any transaction listed the proceedings described in clauses (a) through (d) of this Section 122.8. If at the time the Trustee shall not be the Conversion Agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee. The Company shall cause to be filed at the Corporate Trust Office and each office or agency maintained for the purpose of conversion of Notes pursuant to Section 2.4 of the Indenture, and shall cause to be provided to all Holders in accordance with Section 10.2 of the Indenture, notice of any tender offer by the Company or any Subsidiary for all or any portion of the Common Stock at or about the time that such notice of tender offer is provided to the public generally.

Notice of Certain Corporate Action. In case the Company after the date hereof shall propose (ai) to offer to the holders of Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (bii) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entiretyChange in Control, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Warrant Agent and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, options or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other dispositionChange in Control, liquidation, voluntary or involuntary dissolution or winding-winding up event shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable purchaseable or other consideration to which the holders of Warrant Certificates would be entitled upon exercise of Warrants which will be required as a result of such actionthe Warrants. Such notice shall be filed and mailed in the case of any action covered by clause (ai) above, above at least ten thirty days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, and in the case of any action covered by clause (bii) above, at least 20 30 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, a Change in Control or liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-upeffective. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.