Common use of Notice of Certain Corporate Action Clause in Contracts

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of funds from which such dividend or other distribution is properly payable; or (b) the Company shall authorize the granting to the holders of its Common Stock of rights 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 the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock), or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required, or of any tender offer by the Company or any Subsidiary for all or any portion of the Common Stock, or of the conveyance, transfer, sale or lease of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; 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, and shall cause to be provided to all Holders in accordance with Section 1.05, 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 stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights or warrants, or, if a record is not to be taken, the effective date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, lease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, lease, dissolution, liquidation or winding up. Neither the failure to give such notice or the notice referred to in the following paragraph nor any defect therein shall affect the legality or validity of the proceedings described in clauses (a) through (d) of this Section 12.06. If at the time the Trustee shall not be the Conversion Agent, a copy of such notice and any notice referred to in the following paragraph shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Action. In casethe event: (a) the Company Guarantor shall declare a dividend (or take any other distribution) on its Common Stock payable otherwise than action which would require an adjustment in cash out of funds from which such dividend or other distribution is properly payablethe Conversion Price pursuant to Section 10.05(c); or (b) the Company Guarantor shall authorize the granting to the holders of its Common Stock (as a class) of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights; or (c) of there shall be any capital reorganization or reclassification of the Common Stock of the Company (other than a subdivision or combination of its the outstanding Common Stock and other than a change in the par value of the Common Stock), or of any consolidation, consolidation or merger or share exchange to which the Company Guarantor is a party or any statutory exchange of securities with another corporation and for which approval of any shareholders of the Company Guarantor is required, or of any tender offer by the Company or any Subsidiary for all or any portion of the Common Stock, or of the conveyance, transfer, sale or lease transfer of all or substantially all of the assets of the CompanyGuarantor; or (d) of the there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the CompanyGuarantor; then the Company and the Guarantor shall cause to be filed at each office or agency maintained for with the purpose of conversion of Securities pursuant to Section 10.02Trustee and the Registrar, and shall cause to be given to the Holders, in the manner provided to all Holders in accordance with Section 1.0513.02, at least 20 14 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 stating (xi) the date on which a record is to be taken for the purpose of such dividend, distribution, rights distribution or warrantsrights, or, if a record is not to be taken, the effective date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, distribution or rights or warrants are to be determined, or (yii) the date on which such reorganization, reclassification, consolidation, merger, share exchange, conveyancesale, transfer, sale, lease, dissolution, liquidation or winding winding-up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, share exchange, conveyancesale, transfer, sale, lease, dissolution, liquidation or winding winding-up. Neither the failure Failure to give 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 subsection (a), (b), (c) through or (d) of this Section 12.06. If at the time the Trustee shall not be the Conversion Agent, a copy of such notice and any notice referred to in the following paragraph shall also forthwith be filed by the Company with the Trustee10.06.

Notice of Certain Corporate Action. In case: case the Company shall propose (a) the Company shall declare a to pay any dividend (or any other distribution) on its Common Stock payable otherwise than in cash out or in stock of funds from which such dividend or other distribution is properly payable; or (b) the Company shall authorize the granting 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 rights or warrants to subscribe for or to purchase any Additional Shares of Common Stock or shares of capital stock of any class or of any other rights; or securities, rights or options, or (c) of to effect any reclassification of the its Common Stock of the Company (other than a reclassification involving only the subdivision or combination of its outstanding shares of Common Stock), or of (d) to effect any capital reorganization, or (e) to effect any consolidation, merger or share exchange sale, change to which the Company is a party and for which approval of any shareholders of the Company is requiredCompany's charter or bylaws, transfer or of any tender offer by the Company or any Subsidiary for all or any portion of the Common Stock, or of the conveyance, transfer, sale or lease other disposition of all or substantially all of its property, assets or business, or (f) to effect the assets of the Company; or (d) of the voluntary or involuntary dissolutionliquidation, liquidation dissolution or winding up of the Company; , then in each such case, the Company shall cause give to be filed at each office or agency maintained for the purpose holder of conversion of Securities pursuant to Section 10.02a Warrant, and shall cause to be provided to all Holders in accordance with Section 1.05, 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 specified17, a notice stating (x) notice, certified by the president of the Company and the principal financial officer of the Company, of such proposed action, which shall specify the date on which a record is to be taken for the purpose purposes of such stock dividend, distribution, rights distribution or warrants, or, if a record is not to be taken, the effective date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determinedrights, or (y) the date on which such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, lease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities, cash or other property deliverable upon such reclassificationreorganization, consolidation, merger, share exchangesale, conveyancechange to the Company's charter or bylaws, transfer, saledisposition, leaseliquidation, dissolution, liquidation or winding upup is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the Common Stock and the number and kind of any other shares of stock which will comprise a Stock Unit, and the purchase price or prices thereof, after giving effect to any adjustment which will be required as a result of such action. Neither the failure to give such Such notice or the notice referred to shall be so given in the following paragraph nor case of any defect therein shall affect the legality or validity of the proceedings described in clauses action covered by clause (a) through or (db) above at least twenty days prior to the record date for determining holders of this Section 12.06. If at the time the Trustee shall not be the Conversion Agent, a copy Common Stock for purposes of such notice action, and any notice referred to in the following paragraph shall also forthwith be filed by case of any other such action, at least thirty days prior to the Company with date of the Trustee.taking of such proposed

Notice of Certain Corporate Action. In case: (a) the Company Guarantor shall declare a dividend (or any other distribution) on all or substantially all of its Common Stock payable (i) otherwise than exclusively in 96 105 cash or (ii) exclusively in cash out of funds from which such dividend or other distribution is properly payablein an amount that would require any adjustment pursuant to Section 12.4; or (b) the Company Guarantor shall authorize the granting to the holders of its Common Stock of rights rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rightsrights that would require any adjustment pursuant to Section 12.4; or (c) of any reclassification of the Common Stock of the Company Guarantor (other than a subdivision or combination of its outstanding Common Stock), or of any consolidation, consolidation or merger or share exchange to which the Company Guarantor is a party and for which approval of any shareholders of the Company Guarantor is required, or of any tender offer by the Company or any Subsidiary for all or any portion of the Common Stock, or of the conveyance, transfer, sale or lease transfer of all or substantially all of the assets of the CompanyGuarantor; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyGuarantor; or (e) the Guarantor or any subsidiary of the Guarantor shall commence a tender offer for all or a portion of the Guarantor's outstanding Common Stock (or shall amend any such tender offer); then the Company Issuer shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.0210.2, and shall cause to be provided to all Holders in accordance with Section 1.051.6, at least 20 days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable record record, expiration or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights rights, options or warrants, or, if a record is not to be taken, the effective date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, (y) the date on which the right to make tenders under such tender offer expires or (yz) the date on which such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, lease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of shares of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, lease, dissolution, liquidation or winding up. Neither the failure to give such notice or the notice referred to in the following paragraph nor any defect therein shall affect the legality or validity of the proceedings described in clauses (a) through (d) of this Section 12.06. If at the time the Trustee shall not be the Conversion Agent, a copy of such notice and any notice referred to in the following paragraph shall also forthwith be filed by the Company Issuer with the Trustee. The preceding paragraph to the contrary notwithstanding, the Issuer shall cause to 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 Guarantor or any subsidiary of the Guarantor 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 97 106 generally (such notice to be sent to all Holders within five days after receipt of such notice by the Trustee or Conversion Agent from the Issuer).

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on all or substantially all of its Common Stock payable (i) otherwise than exclusively in cash out of funds from which such dividend or other distribution is properly payable(ii) exclusively in cash in an amount that would require any adjustment pursuant to Section 12.4; or (b) the Company shall authorize the granting to the holders of its Common Stock of rights rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rightsrights that would require any adjustment pursuant to Section 12.4; or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock), or of any consolidation, consolidation or merger or share exchange to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of any tender offer by the Company or any Subsidiary for all or any portion of the Common Stock, or of the conveyance, transfer, sale or lease transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender offer for all or a portion of the Company's outstanding Common Stock (or shall amend any such tender 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 10.0210.2, and shall cause to be provided to all Holders in accordance with Section 1.051.6, at least 20 days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable record record, expiration or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights rights, options or warrants, or, if a record is not to be taken, the effective date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, (y) the date on which the right to make tenders under such tender offer expires or (yz) the date on which such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, lease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of shares of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, lease, dissolution, liquidation or winding up. Neither the failure to give such notice or the notice referred to in the following paragraph nor any defect therein shall affect the legality or validity of the proceedings described in clauses (a) through (d) of this Section 12.06. If at the time the Trustee shall not be the Conversion Agent, a copy of such notice and any notice referred to in the following paragraph shall also forthwith 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 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 of tender offer is provided to the public generally (such notice to be sent to all Holders within five days after receipt of such notice by the Trustee or Conversion Agent from the Company).

Notice of Certain Corporate Action. In case: (a1) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise (i) other than exclusively in cash out of funds from which such dividend or other distribution is properly payable(ii) exclusively in cash in an amount that would require an adjustment pursuant to Section 12.6; or (b2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rightsrights (other than pursuant to a rights agreement referred to in Section 12.6(13)); or (c3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock), or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of any tender offer by the Company or any Subsidiary for all or any portion of the Common Stock, or of the conveyance, transfersale, sale transfer or lease of all or substantially all of the assets of the Company; or (d4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.0210.2, and shall cause to be provided to all Holders Holders, with a copy to the Trustee and the Conversion Agent in accordance with Section 1.051.6, 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 stating (xA) the date on which a record is to be taken for the purpose of such dividend, distribution, rights rights, options or warrants, or, if a record is not to be taken, the effective date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, determined or (yB) the date on which such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, lease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, lease, dissolution, liquidation or winding up. Neither the failure to give such notice or the notice referred to in the following paragraph nor any defect therein shall affect the legality or validity of the proceedings described in clauses (a) through (d) of this Section 12.06. If at the time the Trustee shall not be the Conversion Agent, a copy of such notice and any notice referred to in the following paragraph shall also forthwith be filed by the Company with the Trustee.referred

Notice of Certain Corporate Action. In case: (a) the Company Holdings shall declare a dividend (or any other distribution) on its Common Stock payable (i) otherwise than exclusively in cash out of funds from which such dividend or other distribution is properly payable(ii) exclusively in cash in an amount that would require any adjustment pursuant to Section 15.04; or (b) the Company Holdings shall authorize the granting to all or substantially all of the holders of its Common Stock of rights 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 the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock), or of any consolidation, merger or share exchange to which the Company Holdings is a party and for which approval of any shareholders stockholders of the Company Holdings is required, or of any tender offer by the Company or any Subsidiary for all or any portion of the Common Stock, or of the conveyance, transfersale, sale transfer or lease of all or substantially all of the assets of the CompanyHoldings; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyHoldings; then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.02this Indenture, and shall cause to be provided to all Holders in accordance with Section 1.051.06, 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 stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights rights, options or warrants, or, if a record is not to be taken, the effective date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, determined or (y) the date on which such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, lease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, lease, dissolution, liquidation or winding up. Neither the failure to give such notice or the notice referred to in the following paragraph nor any defect therein shall affect the legality or validity of the proceedings described in clauses (a) through (d) of this Section 12.0615.06. If at the time the Trustee shall not be the Conversion Agent, a copy of such notice and any notice referred to in the following paragraph 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 this Indenture, and shall cause to be provided to all Holders in accordance with Section 1.06, notice of any tender offer by Holdings or any of its Subsidiaries 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 caseIf: (a) the Company shall declare a dividend (or any other distribution) on its the Common Stock payable otherwise (other than a dividend in cash out of funds from which such dividend or other distribution is properly payableretained earnings); or (b) the Company shall authorize the granting to the holders of its the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rightsrights or warrants; or (c) of there shall be any reclassification of the Common Stock of the Company (other than a subdivision or combination of its the outstanding Common Stock), ; or (d) there shall be a consolidation or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required, or of any tender offer by involving the Company or any Subsidiary for all or any portion of the Common Stock, or of the conveyance, transfer, sale or lease of all or substantially all of the Company's property and assets of (except a merger or other reorganization in which the CompanyCompany shall be the surviving corporation or a consolidation, merger or sale with a wholly-owned subsidiary); or (de) of the there shall be a voluntary or an involuntary dissolution, liquidation or winding up of the Company; or (f) any other action shall occur which would give rise to an adjustment to the Conversion Price or the number of shares of Common Stock issuable upon conversion. then the Company shall cause to be filed at each office or agency maintained for with the purpose of conversion of Securities pursuant to Section 10.02agent, and shall cause to be provided mailed to all the Holders in accordance with Section 1.05of Notes then outstanding at their addresses as shown on the Register, at least 20 25 days (before any record date or 10 days in any case specified in clause (a) or (b) above) prior to the applicable record or effective other date hereinafter specifiedset for definitive action), a notice stating (xi) the date on which a record is to be taken for the purpose of such the dividend, distribution, distribution or rights or warrants, or, if a record is not to be taken, the effective date as of which the holders of Common Stock of record to be entitled to such the dividend, distribution, distribution or rights or warrants are to be determined, determined or (yii) the date on which such the reclassification, consolidation, merger, statutory share exchange, conveyancesale, transfer, sale, lease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash securities or other property deliverable upon such the reclassification, consolidation, merger, statutory share exchange, conveyancesale, transfer, sale, lease, dissolution, liquidation or winding up. Neither Such notice shall also set forth such facts as shall indicate the failure effect of such action (to the extent such effect may be known at the date of such notice) on the Conversion Price and the kind and amount of the shares of stock and other securities and property deliverable upon exercise of the conversion rights set forth in this Article V. Failure to give any such notice or any defect in 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 (d) of this Section 12.06. If at the time the Trustee shall not be the Conversion Agent, a copy of such notice and any notice referred to in the following paragraph shall also forthwith be filed by the Company with the Trustee5.8.

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock payable (i) otherwise than exclusively in cash out of funds from which such dividend or other distribution is properly payable(ii) exclusively in cash in an amount that would require any adjustment pursuant to Section 11.4; oror ------------ (b) the Company shall authorize the granting to the holders of its Common Stock of rights 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 the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock)Company, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of any tender offer by the Company or any Subsidiary for all or any portion of the Common Stock, or of the conveyance, transfersale, sale transfer or lease of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.029.2, and shall cause ----------- to be provided to all Holders in accordance with Section 1.051.6, 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 stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights rights, options or warrants, or, if a record is not to be taken, the effective date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, determined or (y) the date on which such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, lease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, lease, dissolution, liquidation or winding up. Neither the failure to give such notice or the notice referred to in the following paragraph nor any defect therein shall affect the legality or validity of the proceedings described in clauses (a) through (d) of this Section 12.0611.6. If at the time the Trustee shall not be the ------------ Conversion Agent, a copy of such notice and any notice referred to in the following paragraph shall also forthwith be filed by the Company with the Trustee. The Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 9.2, ----------- 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 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: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock payable (i) otherwise than exclusively in cash out of funds from which such dividend or other distribution is properly payable(ii) exclusively in cash in an amount that would require any adjustment pursuant to Section 12.4; or (b) the Company shall authorize the granting to the holders of its Common Stock of rights 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 the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation, consolidation or merger or share exchange to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of any tender offer by the Company or any Subsidiary for all or any portion of the Common Stock, or of the conveyance, transfer, sale or lease transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; 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 tender 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 10.0210.2, and shall cause to be provided to all Holders in accordance with Section 1.051.6, at least 20 days (or 10 days in any case specified in clause (a) or (b) above) prior to the applicable record record, expiration or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights rights, options or warrants, or, if a record is not to be taken, the effective date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, (y) the date on which the right to make tenders under such tender offer expires or (yz) the date on which such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, lease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, lease, dissolution, liquidation or winding up. Neither the failure to give such notice or the notice referred to in the following paragraph nor any defect therein shall affect the legality or validity of the proceedings described in clauses (a) through (d) of this Section 12.06. If at the time the Trustee shall not be the Conversion Agentconversion agent, a copy of such notice and any notice referred to in the following paragraph shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of funds from which such dividend or other distribution is properly payable; or (b) the Company shall authorize the granting to the holders of its Common Stock of rights 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 the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock), or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required, or of any tender offer by the Company or any Subsidiary for all or any portion of the Common Stock, or of the conveyance, transfer, sale or lease of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; 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, and shall cause to be provided to all Holders in accordance with Section 1.05, 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 stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights or warrants, or, if a record is not to be taken, the effective date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, lease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, lease, dissolution, liquidation or winding up. Neither the failure to give such notice or the notice referred to in the following paragraph nor any defect therein shall affect the legality or validity of the proceedings described in clauses (a) through (d) of this Section 12.06. If at the time the Trustee shall not be the Conversion Agent, a copy of such notice and any notice referred to in the following paragraph shall also forthwith be filed by the Company with the Trustee. 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, and shall cause to be provided to all Holders in accordance with Section 1.05, 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: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of funds from which such dividend or other distribution is properly payableits earned surplus; or (b) the Company shall authorize the granting to the holders of its Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rightsrights (other than grants of securities or options, warrants or rights for securities, granted to officers, directors, employees, consultants or licensors of the Company); or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation, consolidation merger or share exchange to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of any tender offer by the Company or any Subsidiary for all or any portion of the Common Stock, or of the conveyance, transfer, sale or lease transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed at each office or agency maintained for the purpose offices of conversion of Securities pursuant to Section 10.02the Company, and shall cause to be mailed to the Holder at its last addresses, as provided to all Holders in accordance with Section 1.0511.2 hereof, at least 20 twenty (20) days (or 10 ten (10) days in any case specified in clause (a) or (b) aboveof this Section 9.5) prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights or warrants, or, if a record is not to be taken, the effective date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, conveyancesale, transfer, sale, lease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, conveyancesale, transfer, sale, lease, dissolution, liquidation or winding up. Neither the failure to give such notice or the notice referred to in the following paragraph nor any defect therein shall affect the legality or validity of the proceedings described in clauses (a) through (d) of this Section 12.06. If at the time the Trustee shall not be the Conversion Agent, a copy of such notice and any notice referred to in the following paragraph shall also forthwith be filed by the Company with the Trustee9.5.

Notice of Certain Corporate Action. In case:: ---------------------------------- (a) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of funds from which such dividend that would require a Conversion Rate adjustment pursuant to Section 8.04(e); or other distribution is properly payable; or------- (b) the Company shall authorize the granting to the all holders of its Common Stock of rights rights, warrants or warrants options to subscribe for or purchase any shares of capital stock of any class or of any other rightsrights (excluding rights distributed pursuant to any stockholder rights plan); or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation, consolidation or merger or share exchange to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of any tender offer by the Company or any Subsidiary for all or any portion of the Common Stock, or of the conveyance, transfer, sale or lease transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall 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 mailed to the purpose of conversion of Securities pursuant to Section 10.02, and shall cause to be provided to all Holders in accordance with Section 1.05Holder, at least 20 days (or 10 days in any case specified in clause (a8.07(a) or (b8.07(b) above) prior ------- ------- to the applicable record record, effective or effective expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distributiondistribution or granting of rights, rights warrants or warrantsoptions, or, if a record is not to be taken, the effective date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights rights, warrants or warrants options are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, conveyancesale, transfer, sale, lease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, conveyancesale, transfer, sale, lease, dissolution, liquidation or winding up. Neither , or (z) the failure date on which such tender offer commenced, the date on which such tender offer is scheduled to give such notice expire unless extended, the consideration offered and the other material terms thereof (or the notice referred to in the following paragraph nor material terms of any defect therein shall affect the legality or validity of the proceedings described in clauses (a) through (d) of this Section 12.06. If at the time the Trustee shall not be the Conversion Agent, a copy of such notice and any notice referred to in the following paragraph shall also forthwith be filed by the Company with the Trusteeamendment thereto).

Notice of Certain Corporate Action. In case:case the Company shall ---------------------------------- propose (a) the Company shall declare a to pay any dividend (or any other distribution) on its Common Stock payable otherwise than in cash out or in stock of funds from which such dividend or other distribution is properly payable; or (b) the Company shall authorize the granting 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 rights or warrants to subscribe for or to purchase any Additional Shares of Common Stock or shares of capital stock of any class or of any other rights; or securities, rights or options, or (c) of to effect any reclassification of the its Common Stock of the Company (other than a reclassification involving only the subdivision or combination of its outstanding shares of Common Stock), or of (d) to effect any capital reorganization, or (e) to effect any consolidation, merger or share exchange sale, change to which the Company is a party and for which approval of any shareholders of the Company is requiredCompany's charter or bylaws, transfer or of any tender offer by the Company or any Subsidiary for all or any portion of the Common Stock, or of the conveyance, transfer, sale or lease other disposition of all or substantially all of its property, assets or business, or (f) to effect the assets of the Company; or (d) of the voluntary or involuntary dissolutionliquidation, liquidation dissolution or winding up of the Company; , then in each such case, the Company shall cause give to be filed at each office or agency maintained for the purpose holder of conversion of Securities pursuant to Section 10.02a Warrant, and shall cause to be provided to all Holders in accordance with Section 1.05, 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 specified17, a notice stating (x) notice, certified by the president of the Company and the principal financial officer of the Company, of such proposed action, which shall specify the date on which a record is to be taken for the purpose purposes of such stock dividend, distribution, rights distribution or warrants, or, if a record is not to be taken, the effective date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determinedrights, or (y) the date on which such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, lease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities, cash or other property deliverable upon such reclassificationreorganization, consolidation, merger, share exchangesale, conveyancechange to the Company's charter or bylaws, transfer, saledisposition, leaseliquidation, dissolution, liquidation or winding upup is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the Common Stock and the number and kind of any other shares of stock which will comprise a Stock Unit, and the purchase price or prices thereof, after giving effect to any adjustment which will be required as a result of such action. Neither the failure to give such Such notice or the notice referred to shall be so given in the following paragraph nor case of any defect therein shall affect the legality or validity of the proceedings described in clauses action covered by clause (a) through or (db) above at least twenty days prior to the record date for determining holders of this Section 12.06. If the Common Stock for purposes of such action, and in the case of any other such action, at least thirty days prior to the time date of the Trustee taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall not be the Conversion Agent, a copy of such notice and any notice referred to in the following paragraph shall also forthwith be filed by the Company with the Trusteeearlier.